Foxo Technologies (FOXO) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually, allowing shareholders to vote and submit questions online, with multiple voting methods available including internet, telephone, and mail.

• Key proposals include director elections, approval of Series A Preferred Stock conversion terms, auditor ratification, and potential adjournment to solicit more proxies if needed.

• Only shareholders of record as of the set record date are entitled to vote; both Class A Common Stock and Series A Preferred Stock holders vote as one class.

Voting matters and shareholder proposals

• Shareholders will vote on electing directors, approving the issuance and voting terms of Series A Preferred Stock, ratifying the appointment of Kreit & Chiu CPA LLP as auditor, and approving adjournment if more proxies are needed.

• Approval of Series A Preferred Stock conversion could result in significant dilution and potential change of control, subject to NYSE American rules.

• Shareholder proposals for the 2025 meeting must be submitted by specified deadlines and in compliance with SEC and bylaw requirements.

Board of directors and corporate governance

• The board consists of five members, with two qualifying as independent under NYSE American rules; additional independent directors may be elected in the future.

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

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

• Directors and officers are indemnified to the fullest extent permitted by Delaware law, with additional indemnification agreements in place.