ECD Automotive Design (ECDA) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for July 22, 2025, to be held virtually, with six key proposals up for shareholder vote, including a reverse stock split, share issuances, equity plan amendment, director election, auditor ratification, and adjournment authorization.

• Board recommends voting in favor of all proposals, citing their advisability for the company’s strategic and financial flexibility.

• Record date for voting is July 2, 2025; only shareholders of record on this date are eligible to vote.

Voting matters and shareholder proposals

• Proposal 1: Authorize the Board to effect one or more reverse stock splits up to a 1:200 ratio before July 31, 2026, to maintain Nasdaq listing compliance.

• Proposal 2: Approve issuance of shares under recent financing agreements, potentially exceeding 19.99% of outstanding shares at below Nasdaq minimum price, to comply with Nasdaq Rule 5635.

• Proposal 3: Amend the 2023 Equity Incentive Plan to increase reserved shares from 2,500,000 to 15,000,000.

• Proposal 4: Elect Thomas Wood as Class II director until 2028.

• Proposal 5: Ratify Barton CPA PLLC as independent auditor for 2025.

• Proposal 6: Authorize meeting adjournment if needed for further proxy solicitation or disclosure.

Board of directors and corporate governance

• Board consists of five members divided into three classes, with a majority qualifying as independent under Nasdaq rules.

• Three standing committees: audit, compensation, and nominating, each comprised solely of independent directors.

• Board diversity considered informally; no formal diversity policy but a mix of backgrounds and experience is sought.

• Clawback policy adopted for executive incentive compensation in case of financial restatements.