T3 Defense (DFNS) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on August 5, 2026, to enhance access, communication, and reduce environmental impact.

• Stockholders can vote online, by phone, mail, or during the virtual meeting, with a record date of July 9, 2026.

• Four main proposals are up for vote: election of directors, auditor ratification, adoption of an equity incentive plan, and potential adjournment.

Voting matters and shareholder proposals

• Election of four directors to serve until the next annual meeting.

• Ratification of Somekh Chaikin (KPMG) as independent external auditor for fiscal year ending December 31, 2026.

• Approval of the 2026 Evergreen Equity Incentive Plan, initially authorizing 22,000,000 shares with an 8% annual increase.

• Approval to adjourn the meeting if necessary to solicit additional proxies.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of CEO Menachem Shalom and independent directors Shiran Fridman, Tomer Nagar, and Asaf Nachum.

• All directors except the CEO are considered independent under Nasdaq rules.

• Board committees include Audit, Compensation, and Nominating & Corporate Governance, each chaired by independent directors.

• No family relationships or recent legal proceedings involving directors or officers.

• Code of Ethics and insider trading policy are in place and posted online.