Netcapital (NCPL) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for September 11, 2025, to be held virtually, with shareholders voting on six key proposals, including director elections, auditor ratification, executive compensation, equity plan amendments, reincorporation, and adjournment authority.

• The board unanimously recommends voting in favor of all proposals, and the record date for voting eligibility is July 3, 2025.

• Shareholders can vote via internet, email, mail, fax, or during the virtual meeting, and a quorum requires over 50% of outstanding shares.

Voting matters and shareholder proposals

• Proposals include electing five directors, ratifying Fruci & Associates II, PLLC as auditor, approving executive compensation (say-on-pay), amending the 2023 Omnibus Equity Incentive Plan, authorizing reincorporation from Utah to Nevada, and authorizing adjournment if needed.

• The board recommends a “FOR” vote on all proposals.

• Shareholders may submit additional proposals for the 2026 annual meeting by April 16, 2026.

Board of directors and corporate governance

• The board consists of five members, with three (Avi Liss, Arnold Scott, Steven Geary) deemed independent under Nasdaq rules.

• The board has audit, compensation, and nominating/governance committees, each with defined charters and annual reviews.

• Directors receive equity compensation only, with no cash fees for board service.

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