Foxo Technologies (FOXO) Proxy Filing summary

Executive summary

• A special meeting is being called to vote on key corporate actions, including a reverse stock split, share issuances for financing and settlement agreements, and the potential adjournment of the meeting to solicit more proxies if needed.

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

• The board recommends approval of all proposals to support continued listing on NYSE American and to secure necessary capital.

Voting matters and shareholder proposals

• Proposal 1: Approve a reverse stock split of Class A common stock at a ratio between 1:5 and 1:100, at the board's discretion, before September 30, 2025.

• Proposal 2: Approve issuance of shares exceeding 20% of outstanding stock for the Smithline Exchange Agreement, settling litigation and eliminating related liabilities.

• Proposal 3: Approve issuance of shares exceeding 20% of outstanding stock for the ClearThink Strata Purchase and Finder Agreements, raising up to $5 million.

• Proposal 4: Approve issuance of shares for conversion of Series A Preferred Stock issued to senior note holders, potentially up to 30.8 million shares.

• Proposal 5: Approve adjournment of the meeting to solicit additional proxies if necessary.

Board of directors and corporate governance

• The board is composed of directors and executive officers, with beneficial ownership disclosed for each.

• Board and management recommend all proposals and have policies for reviewing related party transactions.

• The board has authority to issue additional shares without further shareholder approval, except as required by law or exchange rules.