Health In Tech (HIT) Proxy filing summary

Executive summary

• Virtual annual meeting scheduled for November 10, 2026; shareholders vote on five proposals, and the Board recommends FOR each.

• Record date September 18, 2026; 53,600,790 Class A and 11,700,000 Class B shares outstanding, with one vote per Class A share and 10 votes per Class B share.

Voting matters and shareholder proposals

• Proposal One: elect Tim Johnson, Julia Qian, William Howard, Timothy Hayes and Tim Cortes to the five-seat Board; nominees generally serve until the 2027 annual meeting.

• Proposal Two: raise authorized capital from 220 million to 720 million shares: 650 million Class A, 50 million Class B and 20 million preferred.

• Proposal Three: approve SEPA share issuances exceeding Nasdaq’s 19.99% cap; approval permits access to the full $20 million purchase commitment, subject to agreement terms.

• Proposal Four: increase 2024 Plan Class A share authorization by 10 million, from 10,677,849 to 20,677,849; Board cites retention, incentives and recruitment.

• Proposal Five: ratify MaloneBailey, LLP as auditor for FY2026; each proposal requires majority approval under its stated voting standard.

Board of directors and corporate governance

• Tim Johnson and Julia Qian are the two non-independent nominees; other nominees qualify or would qualify as independent under Nasdaq rules.

• Following Sanjay Shrestha’s August 10, 2026 resignation, the Board had two independent directors and the Audit Committee had two members; plans call for an independent director appointment by the February 6, 2027 cure-period deadline.

• Board committees cover audit, compensation, and nominating/governance; Timothy Hayes chairs Audit and Compensation, and William Howard chairs Nominating and Governance.

• Insider trading rules prohibit specified margin, short-sale and derivative transactions; a clawback policy permits recovery of excess incentive compensation after accounting restatements.