NeoVolta (NEOV) Proxy filing summary

Executive summary

• Annual meeting scheduled for Dec. 22, 2026; record date Oct. 30, 2026, with 59,103,184 common shares outstanding and one vote per share.

• Board unanimously recommends FOR all five proposals: director elections, auditor ratification, 2026 Stock Plan, authorized-share increase and adjournment authority.

Voting matters and shareholder proposals

• Five nominees seek one-year terms ending at the 2027 annual meeting: Ardes Johnson, Steve Bond, Susan Snow, John Hass and Chandler Weeks.

• MaloneBailey, LLP appointment is up for ratification for FY ending June 30, 2027; approval is advisory and does not bind the Audit Committee.

• Proposed 2026 Stock Plan would authorize 1,000,000 shares, with annual increases of 3% of outstanding shares from Jan. 1, 2028 through Jan. 1, 2035, subject to Board reduction or cancellation.

• Proposal 4 seeks to raise authorized common shares from 100M to 150M; Proposal 5 would permit adjournment to solicit more votes if needed.

• Quorum requires one-third of outstanding voting power; director elections use plurality, while other proposals pass if FOR votes exceed AGAINST votes.

Board of directors and corporate governance

• Board has five members; Johnson is CEO and Chair. Three directors—Weeks, Snow and Hass—were determined independent under Nasdaq rules; Johnson and Bond were not.

• Audit, Compensation and Nominating and Governance committees consist solely of independent directors; Snow chairs Audit, Hass chairs Compensation and Weeks chairs Nominating and Governance.

• Board held 10 meetings in FY2026; each incumbent director attended 100% of applicable Board and committee meetings.

• Insider trading policy applies to directors and employees; hedging, short sales and pledging of shares are prohibited for specified insiders.