Akerna (KERN) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for August 29, 2024, to be held virtually, with record date set as July 16, 2024.

• Key proposals include board declassification, director election, executive compensation, auditor ratification, and advisory vote frequency.

• Proxy solicitation handled by Morrow Sodali, with a $10,000 fee and indemnification for services.

• Recent business combination completed in February 2024, with a name change and sale of legacy business.

Voting matters and shareholder proposals

• Proposal 1: Amend Certificate of Incorporation to declassify the board, moving to annual director elections starting 2025.

• Proposal 2: Non-binding advisory vote on named executive officer compensation (say-on-pay).

• Proposal 3: Non-binding advisory vote on frequency of future say-on-pay votes; board recommends every three years.

• Proposal 4: Election of Jessica Billingsley as Class III director; term depends on outcome of Proposal 1.

• Proposal 5: Ratification of RBSM LLP as independent auditor for fiscal year 2024.

Board of directors and corporate governance

• Board currently consists of five directors, with a majority identified as independent under Nasdaq rules.

• Board diversity includes four out of five directors with at least one diversity characteristic.

• Board leadership is separated, with an independent chairperson.

• Three standing committees: audit, compensation, and nominating/governance, all composed of independent directors.

• Board met 18 times in 2023, with high attendance and regular executive sessions.