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, a Nasdaq compliance proposal, auditor ratification, and potential adjournment.

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

• 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 in June 2024.

• Forward-looking statements highlight risks related to market conditions, regulatory changes, and operational challenges.

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: Adjournment proposal to allow for additional proxy solicitation or disclosure if needed.

• Shareholders may submit proposals for the 2025 annual meeting by December 12, 2024.

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; F. Samuel Eberts III serves as Lead Independent Director.

• Board committees include Audit, Compensation, and Nominating & Corporate Governance, all composed of independent directors.

• The Board emphasizes diversity, experience, and skills in director nominations and conducts regular self-evaluations.

• Corporate governance documents, including codes of ethics and committee charters, are available on the company website.