CXApp (CXAI) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for May 20, 2025, in a virtual-only format, with record date set as April 3, 2025.

• Key proposals include director elections, approval of share issuances, equity plan amendments, a reverse stock split, say-on-pay, and auditor ratification.

• The company seeks flexibility for future capital raises and compliance with Nasdaq listing requirements.

• Forward-looking statements highlight risks related to market conditions, compliance, and business strategy.

Voting matters and shareholder proposals

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

• Board recommends voting FOR all proposals.

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

Board of directors and corporate governance

• The board is classified into three staggered classes; two directors are up for election for terms expiring in 2028.

• Board committees include audit, compensation, and nominating/governance, all with independent directors.

• Board diversity and director qualifications are emphasized, with regular performance and independence reviews.

• The roles of Chairman and CEO are currently combined but may be separated in the future if needed.