NUBURU (BURU) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for July 9, 2025, with voting on 11 key proposals, including director election, capital structure changes, and major financing authorizations.

• Board unanimously recommends voting in favor of all proposals, citing alignment with company and shareholder interests.

• Proxy materials, annual report, and voting instructions are available online and by mail for all shareholders of record as of June 9, 2025.

Voting matters and shareholder proposals

• Election of Alessandro Zamboni as Class III director for a term expiring in 2028.

• Amendment to increase authorized common stock from 250M to 750M shares.

• Reincorporation from Delaware to Nevada by conversion.

• Authorization for one or more reverse stock splits at Board discretion.

• Approval for issuance of shares above NYSE American share cap in connection with convertible notes, standby equity purchase, and non-public offerings up to $100M.

• Approval for share issuance upon conversion of promissory notes held by an affiliate.

• Ratification of WithumSmith+Brown, PC as independent auditor for 2025.

• Authorization to adjourn the meeting if necessary to solicit additional proxies or establish a quorum.

Board of directors and corporate governance

• Board consists of four directors, with a majority qualifying as independent under NYSE American rules.

• Board committees include Audit, Compensation, and Nominating & Corporate Governance, each with defined charters and independent membership.

• No formal policy on CEO/Chair separation; current Executive Chairman also serves as Board Chair.

• Corporate governance guidelines, code of conduct, and insider trading policy in place.