CXApp (CXAI) Proxy Filing summary

Executive summary

• The 2024 Annual Meeting will be held virtually on August 29, 2024, with voting on director election, executive compensation, and auditor ratification.

• Only stockholders of record as of July 12, 2024, are entitled to vote; 15,266,959 shares are outstanding.

• The company transitioned from a blank check company to its current form via a merger in March 2023.

• Forward-looking statements address business strategy, risk factors, and future performance, with caution regarding uncertainties.

Voting matters and shareholder proposals

• Proposals include electing Di-Ann Eisnor as Class I director, a non-binding advisory vote on executive compensation, and ratification of WithumSmith + Brown, PC as auditor.

• Board recommends voting FOR all proposals.

• Shareholders may submit director nominations and proposals for the 2025 meeting between May 1 and May 31, 2025.

• Universal proxy rules apply for proxy access nominations.

Board of directors and corporate governance

• Board consists of five directors divided into three classes with staggered three-year terms.

• Di-Ann Eisnor is nominated for re-election; other directors have extensive experience in technology, finance, and operations.

• Board committees: audit, compensation, and nominating/corporate governance, all with independent members.

• Board diversity includes two female directors and three South Asian directors; compliant with Nasdaq diversity rules.

• Directors are prohibited from hedging or pledging company securities.

• Director compensation includes $25,000 annual cash and equity awards; periodic review ensures competitiveness.