Foxo Technologies (FOXO) Proxy Filing summary

Executive summary

• A special meeting of stockholders will be held virtually in January 2025 to vote on key proposals, including the approval of the issuance and voting terms of Series A Preferred Stock and potential adjournment to solicit more proxies if needed.

• The meeting is being held to comply with NYSE American Rule 713 and to address changes in the company’s capital structure following recent transactions with Rennova Health, Inc. and its affiliates.

• Stockholders of record as of the designated record date are eligible to vote, with both Class A Common Stock and Series A Preferred Stock voting as a single class.

Voting matters and shareholder proposals

• Proposal 1 seeks approval for the issuance of Class A Common Stock upon conversion of Series A Preferred Stock, potentially exceeding 20% of outstanding shares and constituting a change of control.

• Proposal 2 requests authorization to adjourn the meeting to solicit additional proxies if there are insufficient votes for Proposal 1.

• The board recommends voting in favor of both proposals.

• Stockholder proposals for the 2025 annual meeting must comply with SEC rules and company bylaws.

Board of directors and corporate governance

• The board consists of six individuals, including the CEO and directors with affiliations to major shareholders.

• Recent agreements resulted in board and executive changes, including the appointment of Seamus Lagan as CEO and Mark White as CEO of a subsidiary.