Triller Group (ILLR) Proxy filing summary

Executive summary

• Annual Meeting scheduled for June 4, 2026, in Hong Kong, with key proposals including director elections, auditor ratification, reverse stock split, company name change, equity incentive plan, and approval for potential private placements exceeding 20% of outstanding shares.

• Board unanimously recommends voting in favor of all proposals, emphasizing alignment with corporate strategy and compliance with Nasdaq rules.

• Shareholders of record as of May 13, 2026, are eligible to vote, with multiple voting methods available including mail, internet, phone, or in-person.

Voting matters and shareholder proposals

• Proposals include electing four directors, ratifying Enrome LLP as auditor, approving a reverse stock split (up to 1-for-10), changing the company name to Eight Holdings Inc., adopting a 2026 Equity Incentive Plan (39.7 million shares), and authorizing private placements exceeding 20% of shares.

• Board recommends voting "FOR" all proposals; directors and officers holding 9.5% of shares intend to vote in favor.

• Shareholder proposals for the next annual meeting must be submitted by June 30, 2026, following SEC rules.

Board of directors and corporate governance

• Board consists of four directors: Ng Wing Fai (CEO), Brian Chan, Thomas Ng, and Felix Yun Pun Wong, all with significant industry and leadership experience.

• Three directors are independent under Nasdaq rules; all board committees (audit, compensation, nominating/governance) are fully independent.

• Board has adopted a Code of Business Conduct and Ethics and established clear shareholder communication channels.