CID HoldCo (DAIC) Proxy filing summary

Executive summary

• Annual Meeting scheduled for April 30, 2026, to be held virtually, with shareholders able to vote online on key proposals.

• Proposals include director election, auditor ratification, reverse stock split authorization, approval of significant financing transactions, and amendment to the equity incentive plan.

• Board recommends voting in favor of all proposals, emphasizing the importance of these actions for compliance, financing, and long-term value.

Voting matters and shareholder proposals

• Election of Phyllis Newhouse as Class I director for a three-year term.

• Ratification of Carr, Riggs & Ingram, LLC as independent auditor for fiscal year ending December 31, 2026.

• Authorization for the Board to effect a reverse stock split at a ratio between 1:10 and 1:25.

• Approval of potential financing transactions with two sources, including equity lines of credit, convertible notes, and warrants, possibly exceeding 20% of outstanding shares.

• Approval for issuance of shares upon conversion of a senior convertible note if the company defaults on a loan.

• Approval for potential issuance of up to 100,000,000 shares in non-public financing transactions.

• Amendment to the Equity Incentive Plan to increase shares available for issuance to 19,959,853.

Board of directors and corporate governance

• Board consists of six members divided into three staggered classes, with a focus on diversity and independence.

• Jeff Saling serves as independent Chair; all directors except the CEO are independent.

• Four standing committees: Audit, Compensation, Nominating and Corporate Governance, and Cybersecurity and Technology.

• Committees have written charters and meet Nasdaq and SEC independence requirements.