Classover (KIDZ) Proxy filing summary

Executive summary

• Annual Meeting will be held virtually in 2026 to vote on five key proposals, including amendments to the charter, stock issuances, a reverse stock split, and director elections.

• Majority voting power is held by executive officers and directors, ensuring passage of most proposals.

• Board unanimously recommends voting in favor of all proposals, citing alignment with company and shareholder interests.

• Forward-looking statements highlight risks and uncertainties, especially regarding future stock issuances and market conditions.

Voting matters and shareholder proposals

• Proposals include increasing authorized Class B shares, issuing shares under an Exchange Agreement, a reverse stock split, sale of Class A shares to the CEO, and election of five directors.

• Each proposal requires a majority vote, with abstentions counted as votes against.

• CEO Hui Luo will abstain from voting on the Class A Issuance Proposal, aligning her vote with public holders.

• Board recommends voting "FOR" all proposals.

Board of directors and corporate governance

• Board consists of five directors, all nominated for re-election; majority are independent under Nasdaq rules.

• Company qualifies as a "controlled company" but currently complies with all Nasdaq governance requirements.

• Board has Audit, Compensation, and Nominating & Governance Committees, each with defined charters and independent members.

• Code of Business Conduct and Ethics and insider trading policy are in place.