Crown Electrokinetics (CRKN) Proxy Filing summary

Executive summary

• Special Meeting scheduled for January 14, 2025, to vote on a reverse stock split and ratification of a new independent auditor.

• Board seeks authority to implement a reverse split at a ratio up to 1-for-200, at its discretion, any time before December 31, 2025.

• Main goal of the reverse split is to maintain compliance with Nasdaq's $1.00 minimum bid price requirement.

• BPM LLP proposed as new independent registered public accounting firm for fiscal year ending December 31, 2024.

Voting matters and shareholder proposals

• Proposal 1: Approve a reverse stock split of common stock at a ratio not more than 1-for-200, ratio to be set by the Board.

• Proposal 2: Ratify appointment of BPM LLP as independent auditor for 2024.

• Board recommends voting FOR both proposals.

• Stockholders of record as of December 16, 2024, are eligible to vote; quorum is one-third of voting power.

• Advance notice and SEC compliance required for shareholder proposals at the 2025 annual meeting.

Board of directors and corporate governance

• Board retains discretion to implement or abandon the reverse split at any time before December 31, 2025.

• Board may set the exact split ratio within the approved range based on market conditions.

• No current intent to use authorized but unissued shares for anti-takeover purposes.