Forum Markets Incorporated (FRMM) Proxy Filing summary

Executive summary

• Special Meeting scheduled for October 7, 2025, to vote on eight key proposals, including director election, equity incentive plans, convertible note share issuance, and amendments to the certificate of incorporation.

• Board unanimously recommends voting in favor of all proposals and emphasizes the importance of shareholder participation.

• Proposals aim to enhance governance, incentivize management, and provide flexibility for future capital needs.

Voting matters and shareholder proposals

• Election of Jason New as Class I director for a term expiring at the 2027 Annual Meeting.

• Approval of the 2025 Omnibus Incentive Plan, 2025 Supplemental Option Incentive Plan, and 2025 Second Supplemental Option Incentive Plan.

• Approval to remove the 20% cap on share issuance for convertible notes, potentially increasing dilution but providing capital flexibility.

• Amendment to increase authorized common stock from 1 billion to 5 billion shares.

• Amendments to remove obsolete provisions and clarify the certificate of incorporation.

• Approval to adjourn the meeting if additional proxies are needed.

Board of directors and corporate governance

• Board is divided into two classes with staggered terms; current leadership structure separates CEO and Chairman roles.

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

• Lead Independent Director role established to enhance independent oversight.

• Board and committee charters, as well as the Code of Ethics, are available on the company website.