Mobix Labs (MOBX) Proxy Filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on March 23, 2026, to vote on four key proposals, including director elections, auditor ratification, a reverse stock split, and warrant share issuances.

• Only stockholders of record as of February 27, 2026, are eligible to vote, with detailed instructions provided for proxy voting and virtual attendance.

• The Board recommends voting in favor of all proposals, emphasizing their importance for governance, compliance, and capital structure.

Voting matters and shareholder proposals

• Proposal 1: Election of three Class II directors, including one Class B director, each for a three-year term.

• Proposal 2: Ratification of PricewaterhouseCoopers LLP as independent auditor for fiscal year ending September 30, 2026.

• Proposal 3: Approval of a reverse stock split at a ratio between 1:10 and 1:50 to maintain Nasdaq listing.

• Proposal 4: Approval of issuance of up to 9,613,754 shares of Class A Common Stock upon exercise of certain warrants.

• Board recommends voting “FOR” each proposal; failure to approve certain proposals may have adverse effects, such as delisting or inability to exercise warrants.

Board of directors and corporate governance

• The Board is classified into three classes, each serving staggered three-year terms; current directors and nominees have extensive industry experience.

• All directors except executive officers are deemed independent under Nasdaq standards.

• The Board has audit, compensation, and nominating committees, each with defined charters and independent members.

• The Board held four meetings in 2025, with high attendance and regular committee activity.

• Corporate governance includes a code of ethics, insider trading policy, and indemnification provisions for directors and officers.