Soluna (SLNH) Proxy Filing summary

Executive summary

• Special Meeting scheduled for November 15, 2024, to be held virtually for all stockholders.

• Key proposals include approval of share issuances under a Standby Equity Purchase Agreement (SEPA), amendment to the 2021 Stock Incentive Plan, and potential adjournment to solicit more votes.

• Record date for voting is October 15, 2024; only holders of record as of this date may vote.

• Board recommends voting in favor of all proposals.

Voting matters and shareholder proposals

• Proposal 1: Approve reservation and issuance of common stock under SEPA and Series B Amendment, potentially exceeding 20% of outstanding shares, requiring shareholder approval under Nasdaq rules.

• Proposal 2: Approve amendment to the 2021 Stock Incentive Plan, increasing share reserve from 18.75% to 21.75% of outstanding shares for awards from 2025 through mid-2027, then reverting to 18.75%.

• Proposal 3: Approve adjournment of the meeting if more time is needed to solicit votes for Proposals 1 and 2.

• Board recommends a vote “FOR” all proposals.

Board of directors and corporate governance

• Board and management believe increased equity incentives are necessary to attract and retain talent, especially with expansion into AI business.

• Stockholders can communicate directly with the Board via mail, with procedures in place for such communications.