Algorhythm Holdings (RIME) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on January 13, 2025, to vote on key proposals including director elections, capital structure changes, equity plan amendments, auditor ratification, and warrant issuances.

• Only stockholders of record as of November 15, 2024, are eligible to vote, with a quorum set at 33 1/3% of outstanding shares.

• Forward-looking statements are included, with risks and uncertainties highlighted in the Transition Report on Form 10-KT.

Voting matters and shareholder proposals

• Proposals include electing six directors, increasing authorized common stock from 100M to 800M, authorizing a reverse stock split (1-for-10 to 1-for-250), amending the 2022 Equity Incentive Plan, ratifying Marcum LLP as auditor, authorizing warrant issuances, and approving adjournments if needed.

• Board recommends voting “FOR” all proposals.

• Shareholder proposals for the 2025 meeting must be submitted by August 21, 2025, for inclusion in the proxy statement.

Board of directors and corporate governance

• Six nominees for director, all current board members, with diverse backgrounds in management, finance, marketing, and the toy industry.

• Four of six directors are independent per Nasdaq rules; committees are fully independent.

• Board committees: Audit (Judkowitz, Kling, Foreman), Compensation (Kling, Judkowitz, Foreman), Nominating and Corporate Governance (Foreman, Judkowitz, Kling).

• Board diversity matrix provided; no formal diversity policy but diversity considered.

• Code of Ethics adopted and available online.