ZeroStack (ZSTK) Proxy filing summary

Executive summary

• Annual and Special Meeting scheduled for July 13, 2026, to address key proposals including director elections, auditor re-appointment, equity issuances, compensation plans, and corporate jurisdiction change.

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

• Board recommends voting in favor of all proposals, emphasizing alignment with shareholder interests and long-term growth.

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 potential adjournments.

• Each proposal requires a simple majority, except the continuance to Texas, which needs two-thirds approval.

• Shareholders may submit proposals for the 2027 meeting by February 3, 2027.

Board of directors and corporate governance

• Board consists of five directors, with a mix of executive and independent members.

• Proposal to classify the board into three staggered classes for continuity and anti-takeover protection.

• Committees include Audit, Compensation, and Nominating and Corporate Governance, all with independent directors.

• Code of Conduct and Ethics applies to all directors, officers, and employees.