CXApp (CXAI) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on June 16, 2026, with voting on director elections, equity issuances, a reverse stock split, executive compensation, auditor ratification, and other business.

• Stockholders of record as of April 17, 2026, are entitled to vote; quorum is one-third of outstanding shares.

• The company may issue shares in excess of 20% of outstanding stock in private placements, subject to shareholder approval.

• A reverse stock split (1-for-5 to 1-for-100) is proposed to maintain Nasdaq listing.

Voting matters and shareholder proposals

• Proposals include electing two Class III directors, approving share issuances under Nasdaq 20% rule, authorizing a reverse stock split and charter amendment, say-on-pay, say-on-frequency, auditor ratification, and other business.

• Board recommends voting FOR all proposals and 1 YEAR for say-on-pay frequency.

• Shareholder proposals for the 2027 meeting must be received by January 7, 2027.

Board of directors and corporate governance

• Board consists of five members, with staggered three-year terms across three classes.

• Directors up for election: Khurram Sheikh (Chairman/CEO) and George Mathai.

• Committees: Audit (Shanti Priya, chair), Compensation (Di-Ann Eisnor, chair), Nominating and Corporate Governance (Camillo Martino, chair); all committee members are independent.

• Board leadership structure allows for combined or separate CEO/Chair roles; risk oversight is managed at both board and committee levels.

• Code of Business Conduct and Ethics and Insider Trading Policy are in place.