Forum Markets Incorporated (FRMM) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for December 27, 2024, to be held virtually, with stockholders able to vote online or by proxy in advance.

• Proxy materials and the 2023 Annual Report are available online, with options for paper copies upon request.

• The Board encourages all stockholders to participate and vote, emphasizing the importance of their input in corporate governance.

Voting matters and shareholder proposals

• Election of three Class II directors for two-year terms: Blair Jordan, Ryan Smith, and Omar Jimenez.

• Approval of the Third Amendment to the 2022 Omnibus Incentive Plan, increasing the share reserve to 1,000,000 shares.

• Advisory vote on named executive officer compensation (say-on-pay).

• Approval for issuance of more than 20% of outstanding common stock upon conversion of Series B Convertible Preferred Stock and upon exercise of warrants, in compliance with Nasdaq rules.

• Ratification of M&K CPAs, PLLC as independent auditors for fiscal year 2024.

Board of directors and corporate governance

• The Board consists of five directors divided into two classes, with Class II up for election in 2024.

• All Board committees (Audit, Compensation, Nominating and Governance) are composed of independent directors.

• The Board has no chairperson; leadership structure is periodically reviewed for effectiveness.

• Board diversity matrix disclosed; currently, no diverse directors as defined by Nasdaq, but future appointments will consider diversity.

• Stockholders can communicate directly with the Board; a Code of Ethics is in place for all directors and officers.