Akerna (KERN) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for September 6, 2024, to be held virtually, with record date set as July 16, 2024.

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

• Proxy solicitation is managed by Morrow Sodali, LLC, with a $10,000 fee and indemnification.

• 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 for a term depending on Proposal 1 outcome.

• 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 being independent as per Nasdaq rules.

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

• Board leadership is separated, with an independent chairperson.

• Three standing committees: Audit, Compensation, and Nominating & Corporate Governance, all composed of independent directors.

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