Marwynn Holdings (MWYN) Proxy filing summary

Executive summary

• Annual meeting set for December 15, 2025; shareholders will vote on five director nominees and ratification of Golden Eagle CPAs LLC for FY ending April 30, 2026.

• Board recommends voting FOR both proposals; October 27, 2025 is the voting record date.

Voting matters and shareholder proposals

• Five directors are elected by plurality; the five nominees receiving the most FOR votes win, with no cumulative voting.

• Auditor ratification requires a majority of voting power present and voting; abstentions count against, while broker non-votes have no effect.

• Proposals for inclusion in the 2026 proxy are due June 3–July 2, 2026, subject to a change in meeting date; Rule 14a-8 deadlines also apply.

Board of directors and corporate governance

• Five nominees: Yin Yan, Shengnan Xu, Eric Newlan, Dandan Wang and Dvisha Patel; all except Yan and Xu are deemed independent.

• Yan combines chair and CEO roles; the board cites operating knowledge and efficiency, and retains discretion over leadership structure.

• Yan controls 93.89% of voting power; controlled-company exemptions mean compensation and nominating committees are not fully independent.

• Board and committee actions in FY ended April 30, 2025 were by written consent; a formal board meeting and independent-director executive session are planned after the 2025 annual meeting.

• Xu joined as CFO, director and nominating committee member on September 18, 2025, following Zhifen Zhou’s resignation for personal reasons.