Forward Industries (FWDI) Proxy Filing summary

Executive summary

• Shareholders are invited to the 2026 Annual Meeting to vote on director elections, auditor ratification, equity plan amendment, executive compensation, frequency of say-on-pay votes, reincorporation to Texas, and potential adjournment.

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

• Only shareholders of record as of January 22, 2026, are entitled to vote; a quorum requires one-third of shares present or represented by proxy.

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 adjournment if needed.

• Board recommends voting FOR all proposals and a triennial say-on-pay vote.

• Shareholders can submit proposals for the 2027 meeting by following advance notice and ownership requirements.

Board of directors and corporate governance

• Board nominees: Pyahm (Kyle) Samani (Chair), Sangita Shah, Keith Johnson, Michael Pruitt, Saurabh Sharma.

• Board committees: Audit and Risk, Compensation, Nominating and Governance; all have written charters.

• Majority of directors are independent; Michael Pruitt is not, due to his executive role.

• Board diversity is considered in skills, experience, race, ethnicity, and gender.

• Board leadership structure features an independent Chairman.