CID HoldCo (DAIC) Proxy filing summary

Executive summary

• Annual Meeting scheduled for May 12, 2026, to be held virtually, with seven key proposals up for shareholder vote, including director election, auditor ratification, reverse stock split, multiple financing authorizations, and an equity incentive plan amendment.

• The company is focused on asset tracking technology, serving industries such as construction, military, mining, retail, warehousing, and manufacturing, with operations in the US, Puerto Rico, and India.

• The Board emphasizes strong corporate governance, diversity, and regular evaluation of its leadership structure and committee effectiveness.

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 2026.

• Approval to authorize the Board to effect a reverse stock split at a ratio between 1:10 and 1:25 to maintain Nasdaq listing compliance.

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

• Approval for issuance of shares upon conversion of a senior note if the company defaults on a loan, potentially exceeding 20% of outstanding shares.

• Approval for issuance of up to 100,000,000 shares in non-public financings, exceeding 20% of current shares.

• 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 in three staggered classes, with a focus on diversity (29% female directors).

• Committees include Audit, Compensation, Nominating and Corporate Governance, and Cybersecurity and Technology, all with independent members.

• Board leadership is separated between CEO and independent Chair; regular executive sessions are held.

• Directors are compensated with cash and equity; committee chairs are eligible for additional equity awards.