Forum Markets Incorporated (FRMM) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on December 27, 2024, to vote on key proposals including director elections, amendments to the incentive plan, executive compensation, major share issuances, and auditor ratification.

• Shareholders of record as of October 31, 2024, are eligible to vote, with 1,976,999 voting shares outstanding.

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

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 of the 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 staggered two-year terms.

• All current committee members are independent under Nasdaq standards.

• Board committees include Audit, Compensation, Nominating and Corporate Governance, and Strategy and Alternatives, Risk, Safety and Regulatory.

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