FG Nexus (FGNX) Proxy Filing summary

Executive summary

• Annual meeting scheduled for December 17, 2025, to be held virtually, with voting on director elections, auditor ratification, and executive compensation advisory resolution.

• Proxy materials distributed primarily via Internet to reduce costs and environmental impact.

• Only stockholders of record as of October 22, 2025, are entitled to vote.

• Board recommends voting in favor of all proposals.

Voting matters and shareholder proposals

• Election of nine director nominees for one-year terms.

• Ratification of Haskell & White LLP as independent registered public accounting firm for 2025.

• Non-binding advisory vote on executive compensation (say-on-pay).

• Stockholder proposals for the 2026 meeting must be submitted by July 10, 2026.

Board of directors and corporate governance

• Board consists of nine directors, six of whom are independent under Nasdaq and SEC rules.

• Chairman and CEO roles are combined for unified leadership; no lead independent director appointed.

• Board committees: Audit, Compensation & Management Resources, and Nominating & Corporate Governance, all with independent members.

• Board diversity emphasized, with directors from varied backgrounds and industries.

• Insider trading, hedging, and pledging of company securities by insiders are prohibited.