Corvex (MOVE) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on May 29, 2026, with shareholders able to vote online or by proxy.

• The meeting will address director elections, approval of share issuances related to a recent merger, equity plans, auditor ratification, and other proposals.

• The company completed a merger with Corvex OpCo in March 2026, resulting in a new capital structure and business focus on AI cloud computing and legacy healthcare.

• The board determined the merger was the best strategic alternative after reviewing other options, including liquidation and alternative transactions.

• The merger was structured to ensure continued Nasdaq listing and maximize shareholder value.

Voting matters and shareholder proposals

• Seven proposals are up for vote: election of two directors, approval of share issuances for preferred stock conversion and equity awards, auditor ratification, approval of a new equity incentive plan, approval of an employee stock purchase plan, and potential adjournment to solicit more proxies.

• The board recommends voting FOR all proposals.

• Approval of share issuances is required to comply with Nasdaq rules due to the merger and potential change of control.

• Shareholders of record as of April 28, 2026, are eligible to vote.

Board of directors and corporate governance

• The board will consist of five directors in staggered three-year terms, with two Class II directors up for election.

• Recent changes include resignations and new appointments following the merger.

• Three of five directors are independent under Nasdaq standards.

• The board has Audit, Compensation, and Nominating and Corporate Governance Committees, all composed of independent directors.

• The board has an independent chairperson and oversees risk through regular management reports and committee structure.