ZeroStack (ZSTK) Proxy filing summary

Executive summary

• The annual and special meeting is scheduled for July 13, 2026, to address key proposals including director elections, auditor re-appointment, equity issuances, compensation plan amendments, stock option grants, corporate continuance to Texas, board classification, and potential adjournments.

• Shareholders of record as of May 20, 2026, are entitled to vote, with one vote per common share on each matter.

• The board recommends voting in favor of all proposals, emphasizing alignment with Nasdaq rules and corporate governance best practices.

• Forward-looking statements highlight risks related to digital assets, regulatory compliance, AI, and the planned continuance to Texas.

Voting matters and shareholder proposals

• Proposals include electing five directors, re-appointing Davidson & Company LLP as auditors, approving a PIPE offering issuance, amending the 2022 Incentive Compensation Plan, granting executive stock options, authorizing continuance to Texas, classifying the board, and allowing adjournments.

• Each proposal requires either a simple majority or, for continuance, a two-thirds majority of votes cast.

• Shareholders can vote in person, by proxy, or online, with detailed instructions provided.

• Shareholder proposals for the 2027 meeting must be submitted by February 3, 2027.

Board of directors and corporate governance

• The board consists of five directors, with a mix of executive and independent members, and three standing committees: Audit, Compensation, and Nominating and Corporate Governance.

• Proposal to classify the board into three staggered classes to enhance continuity and stability.

• The board has adopted a Code of Conduct and Ethics, and orientation and continuing education programs for directors.

• No family relationships or recent legal proceedings involving directors.