Soluna (SLNH) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for August 18, 2025, to be held virtually, with voting available online, by phone, or by mail.

• Key proposals include election of two directors, approval of a reverse stock split, potential adjournment if votes are insufficient, and ratification of the external auditor.

• Board recommends voting in favor of all proposals and nominees.

Voting matters and shareholder proposals

• Election of David Michaels and Matthew Lipman as Class II directors for three-year terms expiring in 2028.

• Approval sought for one or more reverse stock splits (ratios between 1:5 and 1:50) to maintain Nasdaq listing compliance.

• Proposal to adjourn the meeting if insufficient votes are cast for the reverse stock split.

• Ratification of UHY LLP as independent registered public accounting firm for 2025.

Board of directors and corporate governance

• Board consists of nine members, divided into three classes with staggered terms.

• Six directors are considered independent under Nasdaq rules; three are not.

• Board committees include Audit, Compensation, Nominating and Corporate Governance, and Executive Committees, each with defined charters and responsibilities.

• Board leadership is separated between the Executive Chairman and CEO, with a Lead Independent Director role.

• Code of Business Conduct and Ethics, insider trading, anti-hedging, and clawback policies are in place.