T3 Defense (DFNS) Proxy filing summary

Executive summary

• Special meeting scheduled virtually for November 30, 2026, to vote on a new equity plan, reverse-split authority, a CEO share award and adjournment authority.

• The Board recommends FOR all four proposals; the meeting is set for 4:00 p.m. Eastern, with November 4, 2026, as the voting record date.

Voting matters and shareholder proposals

• Proposal 1 seeks approval of the Second 2026 Equity Incentive Plan and 1,275,000 common shares; approval requires a majority of shares present and entitled to vote.

• Proposal 2 seeks authority for one or more reverse splits from 1-for-2 to 1-for-250 within two years; votes FOR must exceed votes AGAINST.

• Proposal 3 seeks approval of quarterly CEO share issuances under Nasdaq Rule 5635(c); it requires a majority of votes cast and a majority of votes cast by holders other than the CEO and affiliates.

• Proposal 4 would permit adjournment to seek more proxies or establish a quorum; approval requires a majority of voting power present and entitled to vote.

• Proposals 1, 3 and 4 are non-routine; brokers cannot vote uninstructed shares on them, while Proposal 2 is routine.

Board of directors and corporate governance

• The independent Compensation Committee approved the CEO Award Agreement subject to shareholder approval; the CEO did not participate in committee deliberations or the Board vote.

• The Compensation Committee met three times from July 2 to October 26, 2026, considering CEO compensation and ownership, dilution, capital needs, comparable awards and potential shareholder dilution.