Foxo Technologies (FOXO) Proxy Filing summary

Executive summary

• Special Meeting of Stockholders scheduled for November 29, 2024, to address key corporate actions and proposals.

• Amendment issued to correct errors in the original proxy card, clarifying references and ensuring accurate voting instructions.

• Voting can be conducted electronically or by mail, with a deadline for electronic votes set for November 28, 2024.

Voting matters and shareholder proposals

• Proposal to approve a reverse stock split of Class A Common Stock at a ratio between 1:5 and 1:100, at the Board's discretion, any time before September 30, 2025.

• Approval sought for issuance of Class A Common Stock exceeding 20% of outstanding shares in connection with the Smithline Exchange Agreement.

• Approval for issuance of Class A Common Stock exceeding 20% in connection with the Strata Purchase Agreement and Finder's Fee Agreement.

• Approval for issuance of Class A Common Stock exceeding 20% in connection with the Securities Purchase Agreement for up to $2,800,000 in Senior Notes.

• Proposal to allow adjournment of the Special Meeting to solicit additional proxies if needed.

• Authorization for proxies to vote on any other matters that may properly come before the meeting.

Board of directors and corporate governance

• Mark White and Seamus Lagan appointed as proxies with authority to vote shares as designated or, if unspecified, in favor of all proposals.

• Board of Directors recommends voting "FOR" all proposals presented at the Special Meeting.