Cineverse (CNVS) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for December 30, 2024, to be held virtually, with four key proposals up for shareholder vote, including director elections, executive compensation, equity plan amendment, and auditor ratification.

• Only stockholders of record as of November 4, 2024, are entitled to vote; quorum requires at least one-third of voting power present.

• Proxy materials are available online, and voting can be done electronically or by mail.

Voting matters and shareholder proposals

• Election of four directors to serve until the 2025 Annual Meeting.

• Advisory vote on executive compensation (say-on-pay).

• Amendment to the 2017 Equity Incentive Plan to increase available shares by 450,000.

• Ratification of EisnerAmper LLP as independent auditor for fiscal year ending March 31, 2025.

• Deadlines for shareholder proposals for the 2025 meeting are July 23, 2025 (Rule 14a-8) and between September 1 and October 1, 2025 (other proposals).

Board of directors and corporate governance

• Board consists of four members, all nominated for re-election; directors serve one-year terms.

• Board leadership includes a combined Chairman/CEO and a Lead Independent Director.

• Three standing committees: Audit, Compensation, and Nominating, all with independent members.

• Board diversity matrix disclosed per Nasdaq rules; commitment to diversity in experience, gender, and ethnicity.

• Stock ownership guidelines require non-employee directors to hold shares equal to three times their annual cash retainer.