Phunware (PHUN) Proxy filing summary

Executive summary

• Virtual annual meeting set for Dec. 17, 2026; agenda covers one Class II director, auditor ratification, say-on-pay and say-on-pay frequency.

• Contested director election pits Board nominee Elliot Han against nominees put forward by Goldenwise Capital Group Limited and Yue Yin; the Board unanimously supports Han.

• Board links recent governance and leadership refreshment to its “2.0 Strategy,” an AI-enabled guest intelligence platform for hospitality, healthcare and other complex physical environments.

Voting matters and shareholder proposals

• Board recommends FOR Han, FOR ratification of CBIZ CPAs P.C. for FY2026, FOR advisory executive compensation approval, and THREE YEARS for future say-on-pay votes.

• Director election is by plurality, with one seat available; the frequency proposal is decided by the option receiving the most votes and is non-binding.

• Say-on-pay is non-binding; the Board and Compensation Committee expect to consider its results and other relevant factors in future compensation decisions.

• Board favors a three-year say-on-pay cadence to encourage a longer-term evaluation of compensation policies and procedures.

• Stockholder proposals under Rule 14a-8 for the 2027 meeting are due by July 2, 2027; other nominations and proposals are due Aug. 16–Sept. 15, 2027, subject to meeting-date exceptions.

Board of directors and corporate governance

• Board has three members, all determined independent: Ed Lu, Elliot Han and Quyen Du; Han is Board Chair and nominee for a three-year term through the 2029 annual meeting.

• Board created a Special Committee on Election Matters on Oct. 16, 2026; Han was recused from its contest-related work, and the committee recommended his renomination.

• Committee cited Han’s capital markets, transaction, legal, governance and technology expertise, company knowledge and Board contributions; it found alternatives did not warrant replacing him at this time.

• CEO Dmitry Kroshka and Board Chair Han hold separate roles; the Board describes its refreshed membership and new CEO as supporting oversight and strategic focus.

• Classified Board has three staggered classes; the structure may delay or prevent a change in control. Directors attended at least 75% of applicable Board and committee meetings in FY2025.