DIH Holding US (DHAI) Proxy Filing summary

Executive summary

• The 2024 Annual Meeting will be held virtually on September 6, 2024, with voting on four key proposals, including director elections, approval of a significant stock issuance, auditor ratification, and potential adjournment.

• Only holders of record as of July 29, 2024, are entitled to vote, with 40,544,935 shares of Common Stock outstanding, each entitled to one vote.

• The Board unanimously recommends voting in favor of all proposals.

• Recent developments include the completion of a business combination and a $3.3 million private placement of convertible debentures and warrants.

Voting matters and shareholder proposals

• Proposal 1: Election of three Class I directors (Jason Chen, Lynden Bass, Dr. Patrick Bruno) for terms expiring in 2027.

• Proposal 2: Approval of potential issuance of more than 20% of outstanding stock upon conversion of convertible debentures and warrants, as required by Nasdaq rules.

• Proposal 3: Ratification of BDO AG as independent registered public accounting firm for fiscal year ending March 31, 2025.

• Proposal 4: Approval to adjourn the meeting if necessary to solicit additional proxies or provide supplemental disclosure.

• Shareholder proposals for the 2025 meeting must be submitted by December 2025.

Board of directors and corporate governance

• The Board consists of seven members divided into three classes, with staggered three-year terms.

• Four directors are considered independent under Nasdaq rules.

• The Board has Audit, Compensation, and Nominating & Corporate Governance Committees, all composed of independent directors.

• The Board conducts annual self-evaluations and has a Lead Independent Director.

• Directors and officers are indemnified to the fullest extent permitted by law, and a D&O insurance policy is in place.