Bridgeline Digital (BLIN) Proxy Filing summary

Executive summary

• The 2024 Annual Meeting is scheduled for July 31, 2024, with proxy materials primarily distributed electronically to conserve resources and reduce costs.

• Stockholders will vote on director elections, executive compensation (Say-on-Pay), auditor ratification, and other matters.

• The record date for voting eligibility is June 11, 2024, with both Common Stock and Series C Convertible Preferred Stock holders entitled to vote.

• Voting can be done online, by phone, mail, or in person, with a 35% quorum required for business.

Voting matters and shareholder proposals

• Election of two Class I directors for three-year terms expiring at the 2027 annual meeting.

• Advisory vote on executive compensation (Say-on-Pay).

• Ratification of PKF O'Connor Davies, LLP as independent auditor for fiscal year ending September 30, 2024.

• Procedures for submitting shareholder proposals and director nominations for future meetings are outlined, with specific deadlines.

Board of directors and corporate governance

• The board consists of five directors divided into three classes, with staggered three-year terms.

• Joni Kahn serves as Chairperson; the board separates CEO and Chair roles for strategic focus.

• All directors attended all six board meetings in fiscal 2023.

• Committees include Audit, Compensation, and Nominating and Corporate Governance, all with independent directors.

• The board oversees risk management, with committees focusing on financial, operational, and compensation-related risks.