Stardust Power (SDST) Proxy filing summary

Executive summary

• The annual meeting is scheduled for June 2, 2026, and will be held virtually to maximize shareholder participation and convenience.

• Shareholders will vote on the election of six directors, ratification of the auditor, approval of a significant stock issuance, amendment of the Certificate of Incorporation, and an amended equity incentive plan.

• The Board recommends voting in favor of all proposals, emphasizing alignment with shareholder interests and corporate governance best practices.

• The company recently completed a business combination and effected a 1-for-10 reverse stock split in September 2025.

Voting matters and shareholder proposals

• Proposal 1: Election of six director nominees for one-year terms expiring at the 2027 annual meeting.

• Proposal 2: Ratification of KNAV CPA LLP as independent auditor for fiscal year 2026.

• Proposal 3: Approval of issuance of common stock to Lind Global Asset Management XIII LLC under Nasdaq Listing Rule 5635.

• Proposal 4: Amendment to the Certificate of Incorporation to clarify director removal provisions.

• Proposal 5: Amendment and restatement of the 2024 Equity Incentive Plan to authorize additional shares and extend the plan term.

Board of directors and corporate governance

• The Board consists of six members, with a mix of executive and independent directors, all nominated for re-election.

• Committees include Audit, Compensation, and Governance, each with independent chairs and members.

• The Board met eight times in 2025, with high attendance and active committee engagement.

• Governance policies include director independence, limits on outside board service, and annual performance evaluations.