Blaize (BZAI) Proxy filing summary

Executive summary

• Virtual 2026 Annual Meeting agenda: elect seven directors, consider a 1:10–1:35 reverse split and director-removal amendment, authorize adjournment to seek reverse-split votes, and ratify UHY LLP for FY2026. The Board recommends FOR each proposal.

• Common-stock holders receive one vote per share on all proposals; Series B Preferred Stock votes only on the reverse-split and adjournment proposals, subject to automatic redemption if not represented before polls open.

Voting matters and shareholder proposals

• Seven nominees seek one-year terms through the 2027 Annual Meeting; election requires a plurality, and withheld votes and broker non-votes have no effect.

• Reverse split would combine 10–35 common shares into one, at a ratio chosen by the Board no later than 2027; approval requires two-thirds of voting power of eligible common and Series B shares voting together.

• Nasdaq notified the issuer on September 28, 2026, that the bid price had stayed below $1 for 30 consecutive trading days; the initial cure deadline is March 29, 2027, with a possible second 180-day period after a qualifying transfer application.

• Board may abandon the split after approval; it does not intend to implement it if the stock closes at or above $1 for 10 consecutive trading days before implementation.

• Director-removal amendment would permit removal with or without cause by majority vote, replacing the current for-cause and two-thirds standard; a similar 2025 proposal failed. Adjournment may be used to solicit more reverse-split proxies.

Board of directors and corporate governance

• Seven directors are nominated; Kurt Lauk joined August 13, 2026, replacing Juergen Hambrecht, and joined the Nominating and Corporate Governance Committee.

• Board determined all directors except CEO Dinakar Munagala and Chair Lane M. Bess are independent; Edward Frank is Lead Independent Director, and the Chair and CEO roles are separated.

• Audit, Compensation, and Nominating and Corporate Governance committees have written charters; the nominating committee formed in July 2026 and did not meet in 2025.

• The Board adopted a limited-duration rights plan in April 2026; rights generally trigger at 10% ownership, provide a 50% market-price discount or a Board exchange option, and expire April 21, 2027 unless earlier ended or extended.

• Board met 17 times in 2025; each director attended at least 75% of Board and applicable committee meetings during their tenure.