Brand Engagement Network (BNAI) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on November 26, 2025, with voting on key proposals and opportunities for shareholder engagement and questions.

• Shareholders of record as of November 3, 2025, are eligible to vote on all matters, with each share entitled to one vote per proposal.

• The Board expresses commitment to long-term strategy, transparency, and shareholder value, acknowledging recent challenges and ongoing strategic initiatives.

Voting matters and shareholder proposals

• Three main proposals: election of two Class I directors for three-year terms, ratification of L.J. Soldinger Associates, LLC as independent auditor for 2025, and approval of a reverse stock split (1-for-2 to 1-for-10 ratio) at the Board's discretion.

• The Board recommends voting FOR all proposals, citing director qualifications, auditor performance, and the need to maintain NASDAQ compliance.

• No additional shareholder proposals were received for this meeting; proxy holders may vote on other matters that arise.

Board of directors and corporate governance

• The Board consists of seven directors across three staggered classes, with three seats currently vacant.

• Majority of directors are independent under NASDAQ rules; current leadership structure separates Chair and CEO roles.

• Committees include Audit, Compensation, Nominating and Corporate Governance, and Special Litigation, each with defined charters and responsibilities.

• Directors are subject to stock ownership guidelines and a comprehensive insider trading policy.