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 the independent auditor.

• Reverse stock split proposal allows a ratio of not less than 1-for-2 and not more than 1-for-200, at the Board's discretion, any time before December 31, 2025.

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

• BPM LLP proposed as the 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 up to 1-for-200, ratio to be set by the Board.

• Proposal 2: Ratify appointment of BPM LLP as independent registered public accounting firm 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 required for shareholder proposals at the 2025 annual meeting, with specific timing and SEC compliance rules.

Board of directors and corporate governance

• Board retains discretion to determine the reverse split ratio and timing up to December 31, 2025.

• Board may abandon the reverse split at any time before filing the amendment.

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