Netcapital (NCPL) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for September 11, 2025, to be held virtually with no physical location.

• Shareholders will vote on six key proposals, including board elections, auditor ratification, executive compensation, equity plan amendments, reincorporation, and adjournment.

• Board unanimously recommends voting in favor of all proposals.

• Record date for voting eligibility is July 3, 2025, with 3,040,380 shares outstanding.

Voting matters and shareholder proposals

• Election of five directors for a one-year term expiring at the 2026 annual meeting.

• Ratification of Fruci & Associates II, PLLC as independent auditor for fiscal year ending April 30, 2026.

• Advisory vote on executive compensation (Say on Pay Proposal).

• Approval of amendments to the 2023 Omnibus Equity Incentive Plan, increasing share reserve and modifying the evergreen provision.

• Authorization to reincorporate from Utah to Nevada, with detailed comparison of shareholder rights and corporate governance under both states.

• Authorization to adjourn the meeting if necessary to solicit additional proxies.

• Board recommends voting “FOR” all proposals.

Board of directors and corporate governance

• Board consists of five members, with three classified as independent under Nasdaq rules.

• Board committees: Audit, Compensation, and Nominating & Corporate Governance, each with defined charters and responsibilities.

• Directors receive equity-based compensation only; no cash compensation for board service.

• Code of Ethics applies to all directors, officers, and employees.

• Limitation of liability and indemnification provisions for directors and officers are in place.