Tessera Defense and Homeland Security (HLSQ) Proxy filing summary

Executive summary

• Special meeting set for October 20, 2026; Proposal 1 would raise the 2026 Equity Incentive Plan reserve by 5,315,000 shares, from 685,000 to 6,000,000 post-split. The Board unanimously recommends FOR both proposals.

• The Board adopted the amendment on September 24, 2026, subject to stockholder approval; if approved, it takes effect on the approval date.

Voting matters and shareholder proposals

• Proposal 2 would authorize adjournment, if needed, to solicit more proxies; approval is not contingent on Proposal 1, and the Board recommends FOR.

• Record holders as of October 5, 2026 may vote; 9,026,478 shares were outstanding, with one vote per share. Each proposal requires a majority of votes cast; abstentions and broker non-votes have no effect.

• A majority of outstanding shares is required for a quorum; neither proposal is routine, so brokers cannot vote uninstructed shares.

• Stockholder notices for 2027 annual-meeting proposals or nominations are due February 26–March 28, 2027; Rule 14a-19 notice for director nominees is due April 27, 2027.

Board of directors and corporate governance

• Current directors are Reuven Yeganeh, Liat Bidas, Guy Arieli and Ran Shaked; Bidas, Arieli and Shaked qualify as independent, while Yeganeh does not due to his T3 Defense board service.

• Bidas chairs the Audit and Nominating and Corporate Governance Committees; Arieli chairs Compensation. Arieli and Shaked serve on the Audit Committee, and Bidas and Shaked serve on Compensation.

• Michael Oster became CEO in March 2026, David Rokach became CFO in February 2026, and Roy Timor-Rousso became Chief Business Officer in July 2026.