Lakeside Holding (LSH) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for February 12, 2026, with shareholders voting on six key proposals, including director elections, amendments to the articles of incorporation, stock issuance ratification, and the sale of a subsidiary.

• The Board recommends voting in favor of all proposals and has provided detailed rationales for each.

• Only shareholders of record as of January 5, 2026, are eligible to vote, with multiple voting methods available.

Voting matters and shareholder proposals

• Proposals include electing five directors, increasing authorized common stock to 2 billion shares, authorizing 1 billion shares of blank check preferred stock, amending voting thresholds, ratifying a 5.6 million share issuance, and approving the sale of American Bear Logistics Corp.

• Amendments to the articles of incorporation require a 75% supermajority, while stock issuance and subsidiary sale require a simple majority.

• The Board unanimously recommends voting FOR all proposals.

Board of directors and corporate governance

• The Board consists of five nominees with diverse backgrounds in technology, finance, and business strategy.

• Three directors are deemed independent under SEC and Nasdaq rules.

• The Board has established audit, compensation, and nominating/governance committees, each with independent members.

• Risk oversight is managed at both the Board and committee levels, with a focus on strategic and operational risks.

• A Code of Ethics and Insider Trading Policy are in place for all directors, officers, and employees.