BNB Plus (BNBX) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on May 22, 2025, with shareholders able to vote and ask questions online.

• Shareholders will vote on electing six directors, ratifying the new auditor, approving a reverse stock split, warrant exercisability, amending the equity plan, and executive compensation matters.

• The Board recommends voting in favor of all proposals, emphasizing the importance of shareholder participation.

Voting matters and shareholder proposals

• Proposals include electing six directors, ratifying CBIZ CPAs P.C. as auditor, authorizing a reverse stock split (1-for-5 to 1-for-50), approving warrant exercisability, amending the 2020 Equity Incentive Plan, and advisory votes on executive compensation and its frequency.

• The Board recommends a three-year frequency for say-on-pay votes.

• Shareholders of record as of April 3, 2025, are eligible to vote.

Board of directors and corporate governance

• Six directors are nominated for re-election, all current members, with a majority deemed independent under Nasdaq rules.

• The Board has audit, compensation, and nominating committees, all composed entirely of independent directors.

• The Board’s leadership structure combines the roles of CEO and Chairman, with risk oversight distributed among committees.