PodcastOne (PODC) Proxy filing summary

Executive summary

• Annual Meeting scheduled for September 17, 2026, to address director elections, equity plan amendment, auditor ratification, and potential adjournment.

• Proxy materials are distributed primarily via internet to reduce costs and environmental impact.

• Record date for voting is July 21, 2026, with 30,197,358 shares outstanding and entitled to vote.

Voting matters and shareholder proposals

• Seven directors are nominated for election to serve until the 2027 Annual Meeting.

• Proposal to increase shares reserved under the 2022 Equity Incentive Plan from 2,000,000 to 4,000,000.

• Ratification of Macias Gini & O'Connell LLP as independent auditor for fiscal year ending March 31, 2027.

• Approval sought for potential adjournment of the meeting to solicit additional proxies if needed.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of seven directors, six of whom are independent.

• Annual election of all directors; committees are fully independent.

• Board emphasizes diversity in skills, backgrounds, and experiences, with recent expansion to include more diverse members.

• Lead director role established to enhance board independence and oversight.

• Three standing committees: Audit, Nominating, and Compensation, each with defined responsibilities.