MDB Capital Holdings (MDBH) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on December 10, 2024, with shareholders voting on four key proposals, including director elections, executive compensation, frequency of say-on-pay votes, and auditor ratification.

• Only shareholders of record as of October 11, 2024, are eligible to vote, with Class A and Class B shares voting together as a single class.

• Voting can be conducted online, by phone, or by mail, and shareholders may change their vote up to the day before the meeting.

• The board recommends voting in favor of all proposals, including a three-year frequency for say-on-pay votes.

Voting matters and shareholder proposals

• Shareholders will vote on electing eight directors, a non-binding say-on-pay resolution, the frequency of future say-on-pay votes, and ratification of RBSM LLP as auditor.

• The board recommends a three-year interval for future advisory votes on executive compensation.

• Shareholder proposals for the 2025 meeting must be submitted by March 1, 2025, with specific advance notice requirements for nominations.

Board of directors and corporate governance

• The board consists of eight members, with four classified as independent under Nasdaq rules.

• The CEO also serves as chairman; a lead independent director is appointed to enhance governance.

• As a controlled company, exemptions from certain Nasdaq governance requirements are utilized, but an independent audit committee is maintained.

• Board diversity is reviewed annually, considering gender, race, and experience, though no formal diversity policy exists.

• Directors are encouraged to attend annual meetings, and a code of business conduct and insider trading policy are in place.