RYTHM (RYM) Proxy Filing summary

Executive summary

• Annual meeting scheduled for June 11, 2025, to elect seven directors, ratify the appointment of GuzmanGray as auditor, and approve an amendment to the 2022 Omnibus Equity Incentive Plan to increase available shares by 250,000.

• Only shareholders of record as of April 22, 2025, are entitled to vote; 1,952,014 shares of Common Stock were outstanding as of that date.

• Voting can be done online, by phone, or by mail, and shareholders may participate virtually.

Voting matters and shareholder proposals

• Proposals include electing seven directors for one-year terms, ratifying GuzmanGray as auditor for 2025, and amending the 2022 Omnibus Equity Incentive Plan.

• Board recommends voting FOR all proposals.

• No other business or shareholder proposals are scheduled for the meeting.

Board of directors and corporate governance

• Board consists of seven members, with a majority deemed independent under Nasdaq standards.

• Three standing committees: Audit, Compensation, and Nominating and Corporate Governance, all composed of independent directors.

• Board held 20 meetings in 2024; all directors except two attended at least 75% of meetings.

• Director nomination process considers experience, diversity, independence, and shareholder recommendations.

• Chairman and CEO roles are currently combined, with rationale provided for this structure.