Algorhythm Holdings (RIME) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on November 20, 2025, with seven director seats up for election and several key proposals on the agenda.

• Proposals include a reverse stock split, reincorporation from Delaware to Nevada, an amendment to the equity incentive plan, approval of a pre-paid financing transaction, auditor ratification, and potential adjournment to solicit more proxies.

• The board recommends voting in favor of all proposals, citing strategic, financial, and governance benefits.

• Forward-looking statements highlight risks and uncertainties, especially regarding compliance with Nasdaq listing requirements and the impact of corporate actions.

Voting matters and shareholder proposals

• Shareholders will vote on electing seven directors, a reverse stock split (1-for-2 to 1-for-10), reincorporation to Nevada, increasing shares under the 2022 Equity Incentive Plan to 5,000,000, issuing shares in a pre-paid financing, auditor ratification, and adjournment if needed.

• The board unanimously recommends voting “FOR” all proposals.

• Shareholder proposals for the 2026 meeting must be submitted by June 23, 2026, for inclusion in the proxy statement.

Board of directors and corporate governance

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

• Committees include Audit, Compensation, Nominating and Corporate Governance, and Executive, all with independent directors.

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

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

• The company has adopted a Code of Ethics and has no known change of control arrangements.