Blaize (BZAI) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held virtually on December 3, 2025, with all stockholders of record as of October 6, 2025, eligible to vote on key proposals and director elections.

• Stockholders can vote online, by phone, by mail, or electronically during the meeting, with detailed instructions provided in the proxy materials.

• The Board recommends voting in favor of all proposals, including director elections, a charter amendment, and auditor ratification.

Voting matters and shareholder proposals

• Proposals include electing seven directors, amending the Certificate of Incorporation to allow director removal without cause, and ratifying UHY LLP as the independent auditor for 2025.

• The amendment aligns director removal provisions with Delaware law, requiring only a majority vote for removal with or without cause.

• Voting thresholds: director elections by plurality, charter amendment by two-thirds, and auditor ratification by majority of votes cast.

• Stockholders may submit proposals for the 2026 meeting by June 22, 2026, and must follow specific bylaw and SEC requirements.

Board of directors and corporate governance

• Seven directors are nominated for re-election, each with significant experience in technology, finance, and global business.

• The Board has adopted Corporate Governance Guidelines, a Code of Conduct, and charters for Audit and Compensation Committees.

• Majority of directors are independent per Nasdaq rules; director nominations are made by independent directors.

• The Board separates the roles of Chair and CEO and regularly reviews its leadership structure.

• Stockholders can communicate with the Board via designated channels.