Soluna (SLNH) Proxy filing summary

Executive summary

• Annual Meeting scheduled for October 16, 2026, to be held virtually, with voting access for all shareholders of record as of August 21, 2026.

• Key proposals include director elections, amendment to increase authorized shares, advisory vote on executive compensation, auditor ratification, approval for potential large equity issuance, and adjournment flexibility.

• Board recommends voting FOR all proposals and nominees, emphasizing alignment with shareholder interests and future growth needs.

Voting matters and shareholder proposals

• Election of three Class III directors for terms expiring in 2029.

• Amendment to increase authorized common stock from 375 million to 1 billion shares.

• Advisory (non-binding) vote on executive compensation (say-on-pay).

• Ratification of KPMG LLP as independent auditor for 2026, replacing UHY LLP.

• Approval for potential issuance of 20% or more of outstanding shares under a $250 million Standby Equity Purchase Agreement.

• Adjournment proposal to allow additional proxy solicitation if needed.

Board of directors and corporate governance

• Board consists of ten members, with a majority deemed independent under Nasdaq rules.

• Committees include Audit, Compensation, Nominating and Corporate Governance, and Executive, each with defined oversight roles.

• Board met 23 times in 2025; committee meetings held regularly.

• Board leadership structure separates CEO and Executive Chairman roles, with a Lead Independent Director.

• Written code of conduct, insider trading, anti-hedging, and clawback policies in place.