Phunware (PHUN) Proxy filing summary

Executive summary

• Goldenwise Group, reporting voting power over 1,882,869 shares or 9.1% of outstanding shares, seeks Mona Zhang’s election to the Board at the Dec. 17, 2026 virtual annual meeting.

• The proxy argues that Board changes are needed to improve accountability, capital allocation and long-term shareholder value; the solicitation is by the Ding Group, not the Board.

Voting matters and shareholder proposals

• Shareholders will elect one director for a three-year term ending in 2029; the contested election uses plurality voting, and the nominee with the most FOR votes wins.

• The GOLD universal proxy card includes director nominees and management proposals; it recommends FOR Zhang and WITHHOLD for Elliot Han and Yue Yin.

• Management proposals seek ratification of CBIZ CPAs P.C. for FY2026, an advisory say-on-pay vote and a vote on say-on-pay frequency; the Ding Group makes no recommendation on them.

• The GOLD card defaults an uninstructed director vote to FOR Zhang; uninstructed management-proposal votes will be abstentions. Later-dated proxies revoke earlier ones.

Board of directors and corporate governance

• The Board has three directors, with one seat up for election. Zhang would be a minority director, with no assurance she could implement the Ding Group’s proposed changes.

• Ding Group cites repeated leadership changes: four people served as CEO or interim CEO in roughly two years, ending with Dmitry Kroshka’s appointment in May 2026.

• Ding Group says it sought Board engagement for months, including more than 20 emails to Chair Elliot Han; it says meaningful direct engagement and consideration of added directors did not result.

• Zhang has 15+ years in capital markets and investment management; she founded Trunity Partners and served as a director of Moberg Pharma from Sept. 2025 to May 2026.

• Ding Group says Zhang would qualify as independent under Nasdaq standards if elected, subject to an affirmative Board determination.