PodcastOne (PODC) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for September 8, 2025, with voting on director elections, auditor ratification, and potential adjournment if needed.

• Proxy materials are distributed primarily online to reduce costs and environmental impact, with options for paper copies upon request.

• Only stockholders of record as of July 14, 2025, are eligible to vote, with 26,412,297 shares outstanding.

Voting matters and shareholder proposals

• Shareholders will vote on electing seven directors, ratifying Macias Gini & O'Connell LLP as auditor, and approving adjournment if necessary.

• Proposals require a majority or plurality as specified; broker non-votes and abstentions generally do not affect outcomes.

• Shareholder proposals for the 2026 meeting must be submitted by March 31, 2026, for proxy inclusion.

Board of directors and corporate governance

• Six of seven directors are independent; all directors are elected annually.

• The board emphasizes diversity in skills, experience, and backgrounds, recently appointing its first female member.

• Three standing committees: Audit, Nominating, and Compensation, all comprised of independent directors.

• The board conducts regular self-assessments and has adopted a Code of Ethics and Insider Trading Policy.