Datavault AI (DVLT) Proxy filing summary

Executive summary

• Annual meeting scheduled for December 16, 2026; stockholders will vote on nine directors, auditor ratification, a discretionary reverse split, Streeterville financing share issuance and advisory executive pay.

• The Board recommends voting FOR all nine nominees and each of Proposals 2–5.

Voting matters and shareholder proposals

• Director nominees are elected by plurality; the nine candidates receiving the most affirmative votes will be elected. Proposals 2, 4 and 5 require a majority of shares present and voting.

• Proposal 2 seeks ratification of CBIZ CPAs P.C. as auditor for FY2026; Proposal 3 seeks authority for a 1-for-2 to 1-for-50 reverse split.

• Proposal 4 seeks Nasdaq approval for Streeterville-related share issuances above the Exchange Cap; Proposal 5 is a non-binding say-on-pay vote.

• A quorum requires holders of one-third of outstanding voting shares; stockholders may vote in person, online, by phone or by mail and may revoke a proxy before it is exercised.

Board of directors and corporate governance

• Nine nominees would serve through the 2027 annual meeting; five directors were determined independent under Nasdaq rules: Briskey, Gilbert, Peruvemba, Hardt and Tirman.

• The Board held 18 meetings and acted by written consent 18 times in FY2025; each director attended at least 75% of applicable Board and committee meetings.

• Bradley serves as CEO and Moyer as Board Chair and CFO; the Board has no lead independent director and retains flexibility on combining or separating the CEO and Chair roles.

• Audit, compensation, and nominating/governance committees oversee reporting and controls, executive pay and Board nominations/governance, respectively.