Foxo Technologies (FOXO) Proxy Filing summary

Executive summary

• A special virtual stockholder meeting is scheduled for November 29, 2024, to vote on key proposals affecting capital structure and compliance with NYSE American rules.

• Proposals include a reverse stock split, approval of significant share issuances related to financing and settlement agreements, and the potential adjournment of the meeting to solicit more votes if needed.

• The Board recommends voting in favor of all proposals, citing the need to maintain exchange listing and secure necessary capital.

Voting matters and shareholder proposals

• Proposal 1: Amend the Certificate of Incorporation to effect a reverse stock split at a ratio between 1:5 and 1:100, at the Board's discretion, before September 30, 2025.

• Proposal 2: Approve issuance of shares exceeding 20% of outstanding stock for the Smithline Exchange Agreement, settling litigation and eliminating related liabilities.

• Proposal 3: Approve issuance of shares exceeding 20% for the ClearThink Strata Purchase and Finder Agreements, enabling up to $5 million in equity financing.

• Proposal 4: Approve issuance of shares for conversion of Series A Preferred Stock issued to senior note holders, supporting up to $2.8 million in debt financing.

• Proposal 5: Approve adjournment of the meeting to solicit additional proxies if necessary.

• Shareholder proposals for the 2025 annual meeting must be submitted by January 5, 2025.

Board of directors and corporate governance

• The Board has set November 15, 2024, as the record date for voting eligibility.

• Security ownership details show directors and executive officers as a group own 5.99% of outstanding shares.

• Board reviews and approves related party transactions and has adopted a written related person transaction policy.