Blaize (BZAI) Proxy filing summary

Executive summary

• Virtual annual meeting set for Dec. 1, 2026; stockholders will vote on seven directors, a reverse split, a director-removal amendment, adjournment authority and UHY LLP ratification.

• The Board recommends FOR all five proposals; reverse split authority is intended to help regain Nasdaq’s $1.00 minimum bid-price compliance.

Voting matters and shareholder proposals

• Seven current directors are nominated for one-year terms ending at the 2027 annual meeting; Kurt Lauk, appointed Aug. 13, 2026, is standing for election for the first time.

• Reverse split approval requires two-thirds of the total voting power of common and Series B preferred shares entitled to vote; the Board may select a 1:10–1:35 ratio within one year of approval.

• Director-removal amendment requires two-thirds of outstanding common voting power; adjournment requires a majority of votes cast by common and Series B holders present and voting.

• UHY LLP ratification requires a majority of votes cast; the Board unanimously recommends FOR ratification for FY2026.

• Rule 14a-8 proposals for the 2027 meeting are due July 5, 2027; other proposals or nominations must generally be noticed Aug. 3–Sept. 2, 2027.

Board of directors and corporate governance

• Seven directors serve; all except CEO Dinakar Munagala and Chair Lane M. Bess are determined independent under Nasdaq and Exchange Act standards.

• Board leadership is split: Bess is Chair, Munagala is CEO and Edward Frank is Lead Independent Director; the Board will periodically review this structure.

• Proposed charter change would allow directors to be removed with or without cause by a majority vote, replacing the current for-cause, two-thirds requirement.

• Audit, Compensation, and Nominating and Corporate Governance committees have written charters; the Nominating committee was formed in July 2026.