Foxo Technologies (FOXO) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually, allowing shareholders to vote and ask questions online.

• Key proposals include director elections, a reverse stock split, share issuances for acquisitions and financings, amendments to bylaws and certificate of incorporation, and auditor ratification.

• The board recommends approval of all proposals to support capital needs, maintain NYSE American listing, and facilitate strategic transactions.

Voting matters and shareholder proposals

• Shareholders will vote on electing directors, approving a reverse stock split, and authorizing significant share issuances for various agreements and acquisitions.

• Proposals include amending bylaws to reduce quorum, increasing authorized shares, and ratifying the appointment of Kreit & Chiu CPA LLP as auditor.

• Additional proposals cover adjournment of the meeting if more votes are needed and other business as may arise.

Board of directors and corporate governance

• The board consists of three members, two of whom are independent under NYSE American rules.

• Board committees include audit, compensation, and nominating/governance, each with written charters and independent members.

• The board oversees risk management, including cybersecurity, and has adopted governance guidelines and a code of conduct.