Algorhythm Holdings (RIME) Proxy Filing summary

Executive summary

• The 2024 Virtual Annual Meeting will be held on January 13, 2025, with stockholders voting 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.

• The proxy statement contains forward-looking statements subject to risks and uncertainties, with no obligation to update after issuance.

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 potential adjournment to solicit more proxies.

• Board recommends voting “FOR” all proposals; specific voting instructions and effects of abstentions and broker non-votes are detailed.

• 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; all board committees are composed of independent directors.

• Board committees include Audit, Compensation, and Nominating and Corporate Governance, each with formal charters and defined responsibilities.

• Board diversity is considered, with demographic information disclosed as required by Nasdaq.