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 on all proposals.

• The proxy statement includes forward-looking statements regarding business strategy, capital structure, and risk factors.

Voting matters and shareholder proposals

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

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

• Shareholder proposals and nominations for the 2027 meeting must be submitted between February 16 and March 19, 2027.

Board of directors and corporate governance

• The board is classified into three staggered classes; Class III directors up for election serve until 2029.

• Board committees include audit, compensation, and nominating/governance, all with independent directors.

• Board leadership combines Chairman and CEO roles, with flexibility to separate in the future.

• Directors are selected based on integrity, management experience, financial expertise, and diversity.

• Insider trading and anti-hedging policies are in place; a code of ethics applies to all directors and officers.