Mobix Labs (MOBX) Proxy Filing summary

Executive summary

• Special Meeting called to vote on five proposals, including equity grants, plan amendments, warrant exercises, and a charter amendment.

• All proposals are recommended for approval by the Board.

• Meeting will be held virtually, with voting available online, by phone, or by mail.

Voting matters and shareholder proposals

• Proposal 1: Approve grants of restricted stock awards and RSUs made outside the 2023 Equity Incentive Plan to officers, employees, and non-employee directors.

• Proposal 2: Amend the 2023 Equity Incentive Plan to increase reserved shares from 2,290,183 to 10,000,000.

• Proposal 3: Approve exercise of warrants issued to PIPE investors for up to 1,750,000 shares of Class A Common Stock.

• Proposal 4: Approve exercise of warrants issued July 24, 2024, for up to 5,956,835 shares of Class A Common Stock.

• Proposal 5: Amend the Charter to allow Class A Common Stock holders to act by written consent.

Board of directors and corporate governance

• Board recommends voting in favor of all proposals.

• Only business stated in the notice will be transacted at the Special Meeting.

• Quorum requires majority of voting power present virtually or by proxy.

• Class A shares have one vote each; Class B shares have ten votes each; all proposals except Proposal 5 require a majority of votes cast, Proposal 5 requires 66% approval.