Coda Octopus Group (CODA) Proxy Filing summary

Executive summary

• The 2024 Annual Meeting will be held virtually on September 4, 2024, with voting on director elections, auditor ratification, and executive compensation approval.

• Only stockholders of record as of July 30, 2024, are eligible to vote; 11,178,933 shares are outstanding.

• Voting can be done online, by phone, mail, or during the virtual meeting.

Voting matters and shareholder proposals

• Stockholders will vote to elect seven directors, ratify the appointment of Frazier & Deeter, LLC as independent auditor, and approve executive compensation on an advisory basis.

• Stockholder proposals for the 2025 meeting must be received by April 1, 2025.

Board of directors and corporate governance

• Seven directors are nominated, with diverse backgrounds in law, finance, technology, defense, and operations.

• The CEO also serves as Board Chair; the Board reviews its structure for effective oversight.

• All directors except the CEO and Dr. McFadzean are independent per NASDAQ standards.

• The Board has Audit, Compensation, and Nominating Committees, all composed of independent directors.

• The company meets NASDAQ's board diversity standards.

• A Code of Ethics applies to all directors, officers, and employees.