Lucyd (LUCY) Proxy filing summary

Executive summary

• Virtual annual meeting set for Nov. 16, 2026; Sept. 21 record-date holders may vote on directors, auditor ratification and a discretionary reverse split.

• Board unanimously recommends FOR all four director nominees and both proposals; signed proxies without voting instructions default to those recommendations.

Voting matters and shareholder proposals

• Director nominees Harrison Gross, Kristen McLaughlin, Louis Castro and Olivia C. Bartlett would serve until the 2027 annual meeting; the four highest vote-getters are elected.

• Proposal 2 seeks ratification of Cherry Bekaert LLP for FY2026; approval requires votes for to exceed votes against, and brokers may vote uninstructed shares on this routine matter.

• Proposal 3 seeks a 1-for-2 to 1-for-12 reverse split, at a ratio and timing chosen by the Board within one year of approval; approval requires votes for to exceed votes against after a quorum.

Board of directors and corporate governance

• Four nominees bring experience in smart eyewear product development, marketing, public-company finance and accounting, and optical-industry operations.

• Castro, McLaughlin and Bartlett are independent under Nasdaq standards; Gross is not. The Board has audit, compensation, and nominating and governance committees.

• The Audit Committee has three independent members, with Castro as chair and SEC-designated audit committee financial expert; the Compensation Committee has two independent members.