Cloudastructure (CSAI) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on July 15, 2026, with voting available online, by phone, or by mail.

• Proxy materials are primarily distributed electronically to reduce costs and environmental impact.

• Only shareholders of record as of May 18, 2026, are eligible to vote.

Voting matters and shareholder proposals

• Election of one director (Jeff Kirby) for a three-year term expiring in 2029.

• Ratification of TAAD LLP as independent auditors for fiscal year 2026.

• Proposal to reduce authorized shares from 500,000,000 to 83,333,334 to lower Delaware franchise tax obligations.

• Proposal to authorize a reverse stock split at a ratio of 1-for-2 to 1-for-200, with proportionate reduction in authorized shares.

• Proposal to amend the equity incentive plan to allow a one-time repricing of outstanding stock options.

• Proposal to adjourn the meeting if necessary to solicit additional proxies.

Board of directors and corporate governance

• Board consists of four members, divided into three staggered classes.

• All directors except the CEO are independent under Nasdaq rules.

• Three standing committees: audit, compensation, and nominating/corporate governance.

• Board and committee meetings had high attendance in 2025; all directors attended at least 75% of meetings.

• Written code of conduct and insider trading, anti-hedging, and anti-pledging policies are in place.