iPower (IPW) Proxy filing summary

Executive summary

• Special Meeting scheduled for September 21, 2026, to vote on key proposals impacting capital structure, compliance, and compensation.

• Proposals include a $10 million stock offering, a reverse stock split, an amended equity incentive plan, and potential adjournment.

• Board unanimously recommends voting in favor of all proposals to maintain Nasdaq compliance and support future growth.

Voting matters and shareholder proposals

• Proposal 1: Authorize issuance of up to $10 million in common stock, potentially at a discount up to 15% below Nasdaq Minimum Price, to unidentified investors, with a maximum of 10 million shares.

• Proposal 2: Approve a reverse stock split at a ratio up to 1-for-250, at the Board's discretion, to maintain Nasdaq listing requirements.

• Proposal 3: Amend the 2020 Equity Incentive Plan to reserve 50 million shares and add a 5% annual evergreen increase through 2037.

• Proposal 4: Approve adjournment of the meeting if more time is needed to solicit votes or establish a quorum.

• Board recommends voting "FOR" all proposals.

Board of directors and corporate governance

• Board retains discretion on timing and ratio of reverse stock splits within approved range.

• Board may implement reverse splits on multiple occasions within a year to ensure compliance.

• Board can allocate stock offering proceeds as needed for working capital, AI, supply chain, and other corporate purposes.