Cineverse (CNVS) Proxy filing summary

Executive summary

• Special Meeting will be held virtually to vote on key proposals, including share issuance related to an acquisition and convertible notes, and potential adjournment to solicit more proxies if needed.

• Stockholders of record as of the designated date are eligible to vote, with each share of Class A common stock entitled to one vote.

• The Board unanimously recommends voting in favor of both the Nasdaq Proposal and the Adjournment Proposal.

Voting matters and shareholder proposals

• Proposal 1 seeks approval for issuing Class A common stock for the IndiCue acquisition and convertible notes, as required by Nasdaq Listing Rule 5635(a) and (d).

• Proposal 2 requests authorization to adjourn the meeting if more time is needed to solicit proxies for Proposal 1.

• Stockholder proposals for the 2026 Annual Meeting must be received by June 12, 2026, for inclusion, with other deadlines for nominations and non-Rule 14a-8 proposals.

Board of directors and corporate governance

• Directors, executive officers, and principal stockholders collectively own approximately 12.6% of outstanding Class A common stock.

• The Board has no current knowledge of any takeover attempts and believes the share issuance flexibility is in the best interest of the company.