Akoustis Technologies (AKTSQ) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for November 14, 2024, via live webcast, with voting on key proposals and director elections.

• Stockholders of record as of September 24, 2024, are eligible to vote on the proposals.

• The Board recommends voting in favor of all proposals, including director elections, executive compensation, a reverse stock split, and auditor ratification.

Voting matters and shareholder proposals

• Election of five directors to serve one-year terms until the 2025 annual meeting.

• Advisory vote to approve executive compensation for named executive officers.

• Approval of amendments to the certificate of incorporation to effect a reverse stock split at ratios between 1-for-50 and 1-for-250, with the Board selecting the final ratio.

• Ratification of Marcum LLP as the independent registered public accounting firm for fiscal year ending June 30, 2025.

• Procedures for submitting future shareholder proposals and nominations are outlined, with deadlines and requirements specified.

Board of directors and corporate governance

• The Board consists of five directors, all determined to be independent under Nasdaq standards.

• Leadership structure separates the roles of CEO and Co-Chairmen, with two independent directors serving as Co-Chairmen.

• The Board maintains Audit, Compensation, Nominating, Technology, and IT Governance Committees, all with independent members.

• The Nominating Committee considers diversity, experience, and shareholder input when evaluating director candidates.

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