Forum Markets Incorporated (FRMM) Proxy Filing summary

Executive summary

• Special Meeting scheduled for October 7, 2025, to address key governance and capital structure proposals.

• Board recommends voting in favor of all eight proposals, including director election, incentive plans, and amendments to the certificate of incorporation.

• Proposals aim to enhance equity compensation, increase authorized shares, and streamline governance documents.

Voting matters and shareholder proposals

• Election of Jason New as Class II director to serve until 2026.

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

• Approval to remove the Nasdaq 20% cap for convertible notes, allowing potential issuance of shares exceeding 20% of outstanding stock.

• 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 led by Executive Chairman/CEO McAndrew Rudisill, with Ryan Smith as Lead Independent Director.

• Three standing committees: Audit, Compensation, and Nominating & Corporate Governance, all composed of independent directors.

• Board and committee members have significant experience in finance, investment, and operations.

• Board structure includes staggered two-year terms for directors.