Cheetah Net (CTNT) Proxy Filing summary

Executive summary

• A special meeting is scheduled for September 30, 2024, to vote on three key proposals, including a reverse stock split, an amendment to the stock incentive plan, and potential adjournment to solicit more proxies if needed.

• The reverse stock split aims to bring the share price above the $1.00 minimum required for continued Nasdaq listing, with a split ratio between 1-for-10 and 1-for-30 at the board's discretion.

• The board recommends voting in favor of all proposals and has set August 20, 2024, as the record date for voting eligibility.

Voting matters and shareholder proposals

• Proposal 1 seeks approval for a reverse stock split to maintain Nasdaq listing compliance.

• Proposal 2 amends the 2024 Stock Incentive Plan to remove the cap on automatic annual share increases, subject to authorized share limits.

• Proposal 3 allows adjournment of the meeting to solicit additional proxies if necessary.

• All proposals require a majority of votes cast in person or by proxy for approval.

Board of directors and corporate governance

• The board retains discretion to implement or forgo the reverse stock split based on market conditions and compliance needs.

• The board is authorized to amend, suspend, or terminate the stock incentive plan, subject to applicable law and shareholder approval where required.

• Directors are indemnified and protected from personal liability to the fullest extent permitted by law.