Lite Strategy (LITS) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on January 30, 2025, allowing global participation and electronic voting.

• Key business includes electing two directors, advisory approval of executive compensation, and ratifying the external auditor.

• The record date for voting is December 9, 2024, with 6,662,857 shares outstanding and approximately 320 holders of record.

• Proxy materials are primarily distributed electronically to reduce costs and environmental impact.

Voting matters and shareholder proposals

• Proposals include electing Frederick W. Driscoll and Nicholas R. Glover, Ph.D. as directors until 2028, advisory approval of executive compensation, and ratification of Deloitte & Touche LLP as auditor.

• Shareholders may submit proposals for the 2026 annual meeting by August 22, 2025, or nominate directors per bylaw procedures.

• The board recommends voting in favor of all proposals.

Board of directors and corporate governance

• The board consists of six directors, with staggered three-year terms and a classified structure.

• Majority of directors are independent per Nasdaq standards; Taheer Datoo is not independent but serves on the Nominating and Governance Committee under a cooperation agreement.

• Committees include Audit, Compensation, and Nominating and Governance, each with defined charters and independent chairs.

• Directors are expected to attend at least 75% of meetings and all annual meetings.

• A Code of Business Conduct and Ethics applies to all directors and employees.