Peraso (PRSO) Proxy filing summary

Executive summary

• The annual meeting is scheduled for September 10, 2026, and will be held virtually to maximize shareholder participation.

• Shareholders will vote on six key proposals, including director elections, auditor ratification, equity plan amendments, executive compensation, a significant stock issuance, and potential adjournments.

• The proxy outlines voting procedures, quorum requirements, and the importance of shareholder engagement.

Voting matters and shareholder proposals

• Election of four directors to serve until the next annual meeting: Ronald Glibbery, Cornelis Links, Andreas Melder, and Robert Newell.

• Ratification of Weinberg & Company, P.A. as the independent auditor for 2026.

• Approval to amend the 2019 Stock Incentive Plan, increasing the share reserve by 1,500,000 shares.

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

• Approval to remove the Nasdaq 20% cap for stock issuance to Roth Principal Investments, potentially issuing shares exceeding 20% of outstanding stock.

• Approval for one or more adjournments if necessary.

Board of directors and corporate governance

• Board consists of five directors, with four standing for re-election; all but the CEO are independent per Nasdaq rules.

• Audit and Compensation Committees are composed solely of independent directors.

• No nominating committee; independent directors handle nominations.

• Board actively oversees risk, with committees addressing risks relevant to their functions.

• Directors are encouraged, but not required, to attend the annual meeting.