Senestech (SNES) Proxy filing summary

Executive summary

• Annual Meeting scheduled for June 9, 2026, to address director elections, executive compensation, equity plan amendment, and auditor ratification.

• Record date for voting is April 20, 2026, with 5,265,744 shares outstanding and approximately 687 stockholders of record.

• Proxy materials are primarily distributed electronically to reduce costs, with paper copies available upon request.

Voting matters and shareholder proposals

• Election of two Class I directors (Jake S. Leach and Joshua M. Moss) for three-year terms expiring in 2029.

• Advisory (non-binding) vote on executive compensation for fiscal 2025 (say-on-pay).

• Approval sought for an amendment to the 2018 Equity Incentive Plan to add 1,700,000 shares.

• Ratification of M & K CPAS, PLLC as independent auditor for fiscal year ending December 31, 2026.

• Shareholder proposals for the 2027 meeting must be received by December 30, 2026, for inclusion.

Board of directors and corporate governance

• Board consists of seven directors divided into three classes, with staggered three-year terms.

• Majority of directors are independent per Nasdaq standards; separation of CEO and Chair roles.

• Standing committees: audit, compensation, nominating and corporate governance, and commercialization.

• Board emphasizes diversity, independence, and relevant expertise in director nominations.

• Code of Business Conduct and Ethics and insider trading policy in place.