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 cost efficiency.

• Shareholders will vote on five key proposals, including director elections, auditor ratification, share issuance, charter amendment, and equity plan amendment.

• The Board recommends voting in favor of all proposals, emphasizing their alignment with shareholder interests.

Voting matters and shareholder proposals

• Six directors are nominated for one-year terms; plurality of votes required for election.

• Ratification of KNAV CPA LLP as independent auditor for 2026 is proposed.

• Approval sought for issuance of common stock to Lind Global Asset Management XIII LLC under Nasdaq Rule 5635.

• Amendment to Certificate of Incorporation to clarify director removal provision (with or without cause) is proposed.

• Amendment and restatement of the 2024 Equity Incentive Plan to authorize 2.6 million additional shares and extend the plan term.

Board of directors and corporate governance

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

• Three standing committees: Audit, Compensation, and Governance, each with defined charters and independent chairs.

• Directors are expected to attend at least 75% of meetings; all attended the 2025 annual meeting.

• The Board’s leadership structure allows flexibility; currently, the CEO also serves as Chairman.