CXApp (CXAI) Proxy Filing summary

Executive summary

• The annual meeting will be held in a hybrid format, allowing both in-person and virtual attendance, with voting rights for shareholders of record as of April 3, 2025.

• Key proposals include director elections, approval of share issuances under the Nasdaq 20% rule, an amended equity incentive plan, a reverse stock split, a say-on-pay vote, and auditor ratification.

• The board recommends voting in favor of all proposals, emphasizing the importance of maintaining Nasdaq listing and supporting long-term growth.

Voting matters and shareholder proposals

• Proposals include electing two directors, approving share issuances in excess of 20% of outstanding stock, amending the equity incentive plan, authorizing a reverse stock split, a non-binding say-on-pay vote, and ratifying the auditor.

• Shareholders may submit proposals or director nominations for future meetings by following specific bylaw procedures and deadlines.

• Approval thresholds vary by proposal, with most requiring a majority of shares present and entitled to vote.

Board of directors and corporate governance

• The board is classified into three staggered classes, with five members, most of whom are independent.

• Committees include audit, compensation, and nominating/governance, each with defined charters and independent membership.

• Board diversity, director qualifications, and communication policies are outlined, with a focus on integrity, experience, and diversity.

• Directors receive annual RSU awards and no cash compensation, with periodic reviews to ensure competitiveness.