RYTHM (RYM) Proxy Filing summary

Executive summary

• Annual meeting scheduled for August 12, 2024, to be held virtually, with voting on six key proposals including director elections, auditor ratification, a reverse stock split, warrant amendments, equity plan amendment, and potential adjournment to solicit more proxies.

• Only shareholders of record as of July 17, 2024, are eligible to vote; 14,230,004 shares of Common Stock were outstanding as of that date.

• Proxy materials, including the 2023 Annual Report, are available online and by mail.

Voting matters and shareholder proposals

• Election of five directors for one-year terms.

• Ratification of GuzmanGray 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 of amendments to 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 & Acquisitions.

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

• Board diversity matrix and director qualifications are reviewed annually.

• Chairman and CEO roles are currently combined; Board maintains flexibility to separate these roles.