Forward Industries (FWDI) Proxy Filing summary

Executive summary

• Shareholders are invited to vote on seven proposals at the 2026 Annual Meeting, including director elections, auditor ratification, equity plan amendment, executive compensation, reincorporation, and adjournment authority.

• The meeting will be held virtually, and shareholders can vote online, by phone, mail, or during the meeting.

• The record date for voting is January 22, 2026, with 83,642,042 shares of common stock outstanding.

Voting matters and shareholder proposals

• Proposals include electing five directors, ratifying CBIZ CPAs P.C. as auditor, amending the 2021 Equity Incentive Plan, advisory votes on executive compensation and its frequency, reincorporation to Texas, and potential adjournment.

• Board recommends voting “FOR” all proposals and a triennial (three-year) frequency for say-on-pay votes.

• Shareholders may submit proposals for the 2027 meeting by September 28, 2026, following specific bylaw procedures.

Board of directors and corporate governance

• Nominees for the board include Pyahm (Kyle) Samani (Chairman), Sangita Shah, Keith Johnson, Michael Pruitt, and Saurabh Sharma.

• Board committees: Audit and Risk, Compensation, and Nominating and Governance, each with written charters.

• Four of five directors are independent per Nasdaq rules; Michael Pruitt is not independent due to his executive role.

• Board diversity is considered in skills, experience, race, ethnicity, and gender, though no formal policy exists.

• Board leadership structure features an independent Chairman and regular executive sessions of independent directors.