Cloudastructure (CSAI) Proxy Filing summary

Executive summary

• The 2025 annual meeting will be held virtually on September 5, 2025, with voting available online, by phone, or by mail.

• Proxy materials are primarily distributed electronically to reduce costs and environmental impact.

• Four key proposals are up for vote: director election, auditor ratification, approval of a financing transaction, and approval of an amended equity incentive plan.

Voting matters and shareholder proposals

• Proposal 1: Elect one director, Ruba Qashu, for a three-year term expiring in 2028.

• Proposal 2: Ratify Bush & Associates CPA LLC as independent auditors for fiscal 2025.

• Proposal 3: Approve issuance of additional Series 2 Convertible Preferred Stock and related Class A shares to Streeterville Capital, LLC, potentially exceeding 20% of outstanding common stock.

• Proposal 4: Approve the Amended and Restated 2024 Equity Incentive Plan, increasing shares available for equity awards.

• No shareholder proposals were received for the 2025 meeting; procedures for 2026 proposals are outlined.

Board of directors and corporate governance

• The board is divided into three classes with staggered three-year terms; currently four members.

• All directors except the CEO are independent under Nasdaq rules.

• Three standing committees: audit, compensation, and nominating/corporate governance, each with defined roles and charters.

• Board and committee meeting attendance in 2024 was at least 75% for all directors.

• Code of conduct, insider trading, and anti-hedging/pledging policies are in place.