Zapata Quantum (ZPTA) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on October 9, 2026, with voting on six key proposals, including director elections, a reverse stock split, auditor ratification, executive compensation, frequency of say-on-pay votes, and potential adjournment if needed.

• Record date for voting is September 9, 2026, with 234,170,076 total voting power, including common and convertible preferred shares.

• Voting can be done online, by phone, mail, or electronically during the meeting; proxies are revocable up to the meeting date.

Voting matters and shareholder proposals

• Proposal 1: Elect three directors for staggered terms (one, two, and three years).

• Proposal 2: Approve amendments for a reverse stock split (ratio between 1-for-2 and 1-for-50) to meet exchange listing requirements.

• Proposal 3: Ratify Weinberg & Company as independent auditor for 2026.

• Proposal 4: Advisory vote on executive compensation (say-on-pay).

• Proposal 5: Advisory vote on frequency of say-on-pay (Board recommends every three years).

• Proposal 6: Approve adjournment if more time is needed for proxy solicitation.

• Shareholders may submit proposals for the 2027 meeting by May 17, 2027, following advance notice provisions.

Board of directors and corporate governance

• Board consists of three directors: Sumit Kapur (CEO/CFO), William E. Klitgaard, and Clark Golestani (Chairman).

• Board is divided into three classes with staggered terms; all nominees are current directors.

• Three standing committees: Audit, Compensation, and Nominating/Corporate Governance, each with written charters and compliance with Sarbanes-Oxley and SEC rules.

• Board leadership structure separates CEO and Chairman roles since October 2025.

• All directors attended over 75% of meetings in 2025.