Zedge (ZDGE) Proxy Filing summary

Executive summary

• Annual meeting scheduled for January 14, 2026, to elect six directors, ratify the appointment of UHY LLP as auditor, and approve an amendment to the 2016 Stock Option and Incentive Plan increasing available shares by 150,000.

• Shareholders of record as of November 17, 2025, are eligible to vote in person or by proxy.

• Voting power is weighted: Class A shares have three votes each, Class B shares have one-tenth of a vote each, with all voting as a single class.

Voting matters and shareholder proposals

• Proposals include election of six directors, ratification of UHY LLP as auditor for fiscal 2026, and approval of additional shares for the 2016 Stock Option and Incentive Plan.

• Shareholders may also transact other business as may properly come before the meeting.

• Shareholder proposals for the 2027 meeting must be submitted by August 4, 2026, for inclusion in proxy materials.

Board of directors and corporate governance

• Board consists of six directors, all standing for re-election for one-year terms.

• Board committees include Audit, Compensation, and Corporate Governance and Nominating, all comprised solely of independent directors.

• The company qualifies as a "controlled company" but does not rely on related governance exemptions.

• Lead Independent Director is Mark Ghermezian; executive sessions are held at every regular board meeting.

• Board and committees oversee risk management, compensation, and governance matters.