MDB Capital Holdings (MDBH) Proxy Filing summary

Executive summary

• Annual meeting scheduled for December 2, 2025, to be held virtually; shareholders must register in advance to attend and vote.

• Shareholders will vote on electing seven directors and ratifying the appointment of RBSM LLP as the independent auditor for fiscal year 2025.

• Only holders of Class A and Class B shares as of October 14, 2025, are eligible to vote; Class B shares carry five votes per share, Class A one vote per share.

• Board recommends voting FOR all director nominees and FOR auditor ratification.

Voting matters and shareholder proposals

• Proposals include election of seven directors and ratification of RBSM LLP as auditor.

• Shareholders may submit other business, but none is anticipated.

• Shareholder proposals for the 2026 meeting must be received by February 1, 2026, for proxy inclusion; advance notice required for other proposals.

• Universal proxy rules apply for director nominations; notice required by February 1, 2026.

Board of directors and corporate governance

• Board consists of seven members; three are independent per Nasdaq standards.

• CEO Christopher Marlett serves as Chairman; Daniel Torpey is Lead Independent Director.

• Company is a controlled company under Nasdaq rules due to Class B share structure, exempt from certain governance requirements.

• Audit committee is comprised solely of independent directors; no compensation or nominations committee due to controlled status.

• Code of business conduct and insider trading policy in place; clawback policy adopted for excess compensation.