RYTHM (RYM) Proxy Filing summary

Executive summary

• Annual meeting scheduled for August 12, 2024, with virtual participation and voting options available by internet, phone, or mail.

• Six key proposals up for shareholder vote, including director elections, auditor ratification, reverse stock split, warrant amendments, equity plan amendment, and potential adjournment.

• Board recommends voting in favor of all proposals.

Voting matters and shareholder proposals

• Election of five directors for one-year terms.

• Ratification of Matsuura as independent auditor for fiscal year ending December 31, 2024.

• Approval of a reverse stock split at a ratio between 1-for-2 and 1-for-20, with the final ratio and timing at the Board's discretion.

• Approval to amend pre-funded warrants to increase shares underlying such warrants upon certain equity issuances, as required by Nasdaq rules.

• Amendment to the 2022 Omnibus Equity Incentive Plan to increase available shares by 2,500,000.

• Authorization to adjourn the meeting to solicit additional proxies if needed.

Board of directors and corporate governance

• Board consists of five directors, with a majority deemed independent under Nasdaq standards.

• Four standing committees: Nominating and Corporate Governance, Compensation, Audit, and Mergers and Acquisitions.

• Committee charters and code of conduct are available on the company website.

• Board diversity matrix and director qualifications reviewed annually.

• Chairman and CEO roles are currently combined.