Banzai International (BNZI) Proxy filing summary

Executive summary

• Special meeting called to vote on five key proposals, including an asset purchase, name change, equity plan amendment, reverse stock split authorization, and potential adjournment.

• Meeting will be held virtually, allowing for online participation, questions, and live responses.

• Board unanimously recommends voting in favor of all proposals.

Voting matters and shareholder proposals

• Proposal 1: Authorize issuance of Class A Common Stock for ConnectAndSell asset purchase, potentially exceeding 20% of outstanding shares.

• Proposal 2: Approve legal name change to “Parabolic Technologies, Inc.” to align with new branding and strategy.

• Proposal 3: Amend 2023 Equity Incentive Plan to add 750,000 shares, increase evergreen provision to 7.5%, and remove ISO cap.

• Proposal 4: Authorize Board to effect one or more reverse stock splits at ratios between 1-for-5 and 1-for-1,000 within two years.

• Proposal 5: Approve adjournment of the meeting if more time is needed to solicit proxies.

Board of directors and corporate governance

• CEO Joseph Davy executed a Voting and Support Agreement to vote all his shares in favor of the asset purchase issuance.

• Board retains discretion to abandon the name change or reverse split if deemed not in the best interest of the company.