Phunware (PHUN) Proxy Filing summary

Executive summary

• Annual meeting scheduled for December 17, 2025, to be held virtually for shareholders of record as of October 23, 2025.

• Shareholders can access proxy materials online and request paper copies if desired.

Voting matters and shareholder proposals

• Election of two directors: Jeremy Krol and Ed Lu.

• Ratification of CBIZ CPAs P.C. as the independent registered public accounting firm for fiscal year ending December 31, 2025.

• Non-binding advisory vote to approve named executive officer compensation.

• Non-binding advisory vote on the frequency of future say-on-pay votes, with the board recommending every three years.

• Provision to conduct any other business properly brought before the meeting.

Board of directors and corporate governance

• Board recommends voting for all proposals and for a triennial say-on-pay advisory vote.