Classover (KIDZ) Proxy Filing summary

Executive summary

• Special meeting called to vote on redomestication from Delaware to Nevada, a new long-term incentive equity plan, and a reverse stock split.

• Board unanimously recommends approval of all three proposals, citing tax savings, governance flexibility, and Nasdaq compliance.

• Officers and directors hold a majority of voting power and are expected to vote in favor, ensuring passage.

• Proposals are designed to streamline operations, enhance management incentives, and maintain stock exchange listing.

Voting matters and shareholder proposals

• Proposals include: (1) redomestication to Nevada, (2) adoption of the 2025 Long-Term Incentive Equity Plan, and (3) a reverse stock split at a specified ratio.

• Each proposal requires a majority vote; abstentions count as votes against, broker non-votes have no effect on the incentive plan but count as against for the other two.

• Board recommends voting “FOR” all proposals; officers and directors’ votes are sufficient for approval.

• Stockholder proposals and director nominations require advance notice as per bylaws.

Board of directors and corporate governance

• Board structure allows for classified directors with staggered terms, filled by board vote in case of vacancies.

• Nevada law post-redomestication provides greater director/officer liability protection and flexibility in governance.

• Shareholder rights and board powers are detailed in the new Nevada Charter and Bylaws.