Corvex (MOVE) Proxy filing summary

Executive summary

• The proxy statement covers the 2026 annual meeting, including the completed merger with Corvex OpCo, resulting in a new AI cloud computing and legacy healthcare business structure.

• Key proposals include director elections, approval of share issuances related to the merger, new equity and employee stock purchase plans, and auditor ratification.

• The merger was chosen after a strategic review as the best option to maximize shareholder value, avoid Nasdaq delisting, and leverage Corvex OpCo's AI infrastructure capabilities.

• The board recommends voting in favor of all proposals, which are necessary to complete the integration and capitalization of the combined company.

Voting matters and shareholder proposals

• Election of two Class II directors (Patrick Fleury, Jay Crystal) for three-year terms and one Class III director (Nicholas Donofrio) for a one-year term.

• Approval of share issuances exceeding 20% of outstanding common stock for conversion of Series C and D Preferred Stock and for vesting/exercise of assumed RSUs and options (Nasdaq compliance).

• Ratification of BDO USA, P.C. as independent auditor for 2026.

• Approval of the 2026 Equity Incentive Plan and Employee Stock Purchase Plan.

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

Board of directors and corporate governance

• Post-merger board will have six directors, with four deemed independent under Nasdaq rules.

• Board leadership is separated, with an independent chairperson.

• Board committees (Audit, Compensation, Nominating/Governance) are composed solely of independent directors.

• Board and committees oversee risk, compensation, and governance, with regular meetings and annual evaluations.