Foxo Technologies (FOXO) Proxy Filing summary

Executive summary

• The 2024 annual meeting will be held virtually on December 31, 2024, with voting available online, by phone, or mail.

• Key items for shareholder vote include director elections, auditor ratification, and potential adjournment to solicit more proxies.

• Only holders of record as of December 19, 2024, of Class A Common Stock and Series A Preferred Stock may vote.

• The proxy materials include the proxy statement, notice, proxy card, and annual report on Form 10-K.

Voting matters and shareholder proposals

• Shareholders will vote on electing five director nominees, ratifying Kreit & Chiu CPA LLP as auditor, and approving adjournment if more proxies are needed.

• Proposals 2 and 3 are considered routine and may be voted on by brokers without client instructions; Proposal 1 is non-routine.

• Stockholder proposals for the 2025 meeting must be received by January 5, 2025, for inclusion in the proxy statement.

Board of directors and corporate governance

• The board consists of five members, with two qualifying as independent under NYSE American rules.

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

• The board adopted Corporate Governance Guidelines and a Code of Business Conduct and Ethics applicable to all directors and employees.

• Directors are elected for terms expiring at the next annual meeting or until successors are elected.