Zedge (ZDGE) Proxy Filing summary

Executive summary

• Annual meeting scheduled for January 15, 2025, to vote on director elections, auditor ratification, stock plan amendment, and executive compensation advisory vote.

• Six directors are nominated for re-election for one-year terms; all are current board members.

• Proposal to amend the 2016 Stock Option and Incentive Plan to add 100,000 shares for future equity awards.

• UHY LLP is proposed for ratification as independent auditor for fiscal year ending July 31, 2025.

• Shareholders of record as of November 18, 2024, are eligible to vote in person or by proxy.

Voting matters and shareholder proposals

• Proposals include: election of six directors, ratification of UHY LLP as auditor, amendment to the 2016 Stock Option and Incentive Plan, advisory vote on executive compensation, and other business.

• Majority of votes cast is required for approval of each proposal.

• Shareholders may vote by internet, mail, or in person; beneficial owners must follow broker instructions.

Board of directors and corporate governance

• Board consists of six directors, with Michael Jonas as Chairman and Executive Chairman.

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

• Company qualifies as a "controlled company" but maintains independent committees.

• Lead Independent Director is Mark Ghermezian.

• Board and committees met regularly in fiscal 2024, with high attendance.