Perfect Moment (PMNT) Proxy Filing summary

Executive summary

• Annual meeting scheduled for January 14, 2026, in virtual format, with record date set as November 21, 2025.

• Stockholders will vote on eight key proposals, including director elections, capital structure changes, and major financing transactions.

• Board recommends voting in favor of all proposals, emphasizing compliance with NYSE American listing requirements and future growth flexibility.

Voting matters and shareholder proposals

• Election of six directors for a one-year term ending at the 2027 annual meeting.

• Approval of a reverse stock split at a ratio between 1-for-5 and 1-for-20 to regain NYSE American compliance.

• Increase in authorized common shares from 100 million to 500 million.

• Approval of Series AA Preferred Stock conversion at a reduced price, ELOC transaction, and X3 Higher Moment Fund warrant issuance, each potentially diluting existing shareholders.

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

• Adjournment proposal to allow meeting extension if quorum or votes are insufficient.

• Procedures for shareholder proposals and director nominations for the 2027 meeting outlined.

Board of directors and corporate governance

• Six director nominees, including Max and Jane Gottschalk, Andre Keijsers, Berndt Hauptkorn, Tim Nixdorff, and Adam Epstein, all with significant industry, financial, or creative experience.

• Majority of board and all committee members are independent, except Max and Jane Gottschalk.

• Board committees (Audit, Compensation, Nominating/Governance) are fully independent and operate under written charters.

• Corporate governance guidelines and code of ethics adopted and available online.