Foxo Technologies (FOXO) Proxy Filing summary

Executive summary

• A special meeting of stockholders is scheduled for January 17, 2025, to be held virtually via live webcast, allowing global participation and electronic voting.

• The meeting will address key proposals related to the issuance and conversion of Series A Preferred Stock and potential changes in control, as well as the adjournment of the meeting if more votes are needed.

• Stockholders of record as of January 3, 2025, are eligible to vote, with detailed instructions provided for both record and beneficial owners.

Voting matters and shareholder proposals

• Proposal 1 seeks approval for the issuance of Class A Common Stock upon conversion of Series A Preferred Stock, potentially exceeding 20% of outstanding shares and constituting a change of control under NYSE American rules.

• Proposal 2 requests authorization to adjourn the meeting to solicit additional proxies if necessary.

• The board recommends voting in favor of both proposals.

• Stockholders may submit proposals for the 2025 annual meeting by September 2, 2025, following SEC and bylaw requirements.

Board of directors and corporate governance

• The board consists of six individuals, including the CEO and directors with overlapping roles at major shareholders.

• Mark White and Martin Ward each control 1.37% of Class A Common Stock, while Seamus Lagan and Trevor Langley are affiliated with both the company and Rennova Health, Inc.