Aeluma (ALMU) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for January 9, 2025, to elect a Class III director and ratify the appointment of the independent auditor for FY2025.

• Only shareholders of record as of November 15, 2024, are entitled to vote; 12,240,751 shares are outstanding.

• The company focuses on developing optoelectronic devices for sensing and communications, with recent government contracts and private placements supporting operations.

• A $11.7 million DARPA contract was awarded in September 2024, with milestone-based payments over three years.

• The company remains in the R&D stage, with significant net losses and a going concern warning due to limited revenue and cash resources.

Voting matters and shareholder proposals

• Proposal 1: Elect Jonathan Klamkin as Class III director for a three-year term.

• Proposal 2: Approve, ratify, and confirm the re-appointment of Rose, Snyder & Jacobs LLP as independent auditors for FY2025 and authorize the board to fix their remuneration.

• The board unanimously recommends voting FOR both proposals.

• No other matters are expected at the meeting; shareholder proposals for the 2025 meeting must be submitted by July 25, 2025.

Board of directors and corporate governance

• The board consists of four members divided into three staggered classes; two are considered independent under NASDAQ rules.

• Three standing committees exist: audit, compensation, and nominating/governance, each with defined charters.

• The audit committee is chaired by John Paglia, who is also the audit committee financial expert.

• No family relationships exist among directors or executive officers.

• The board met four times in FY2024 and also acted by unanimous written consent.