Algorhythm Holdings (RIME) Proxy Filing summary

Executive summary

• The 2025 Virtual Annual Meeting will be held on November 20, 2025, with seven key proposals up for shareholder vote, including director elections, a reverse stock split, reincorporation to Nevada, equity plan amendment, pre-paid financing, auditor ratification, and potential adjournment.

• Shareholders of record as of September 29, 2025, are eligible to vote, with a quorum set at 33 1/3% of outstanding shares.

• The proxy statement includes forward-looking statements subject to risks and uncertainties, as detailed in the company’s 2024 Annual Report.

Voting matters and shareholder proposals

• Proposal 1: Elect seven directors to serve until the next annual meeting.

• Proposal 2: Authorize a reverse stock split at a ratio between 1-for-2 and 1-for-10, at the board’s discretion, to maintain Nasdaq listing compliance.

• Proposal 3: Approve reincorporation from Delaware to Nevada, citing legal predictability, cost savings, and flexibility.

• Proposal 4: Amend the 2022 Equity Incentive Plan to increase authorized shares to 5,000,000, with an evergreen provision for annual increases.

• Proposal 5: Approve issuance of shares to Streeterville Capital in pre-paid financing transactions potentially exceeding 20% of outstanding shares.

• Proposal 6: Ratify M&K CPAs as the independent auditor for fiscal 2025.

• Proposal 7: Approve adjournment of the meeting if more time is needed to solicit votes for key proposals.

Board of directors and corporate governance

• The board consists of seven members, four of whom are independent under Nasdaq rules.

• Board committees include Audit, Compensation, Nominating and Corporate Governance, and Executive Committees, all with independent members.

• The board is responsible for risk oversight, with specific risks delegated to committees.

• Directors are elected by plurality vote; no cumulative voting is allowed.

• The company has adopted a Code of Ethics and a clawback policy for executive compensation.