SideChannel (SDCH) Proxy Filing summary

Executive summary

• Annual meeting scheduled for February 12, 2025, to elect five directors, ratify the auditor, and approve a reverse stock split at a ratio between 1-for-2 and 1-for-200, at the Board's discretion.

• Record date for voting is December 19, 2024; 225,975,331 shares outstanding as of that date.

• Proxy materials are primarily distributed electronically to reduce costs and environmental impact.

Voting matters and shareholder proposals

• Proposals include: election of five directors, ratification of RBSM, LLP as auditor for FY2025, and approval of a reverse stock split.

• Board recommends voting in favor of all proposals.

• Shareholder proposals and director nominations for the next annual meeting must be submitted by September 2, 2025.

Board of directors and corporate governance

• Board set at seven members, with five nominees up for election and two current vacancies.

• Chairwoman and CEO roles are separated; Deborah MacConnel is Chairwoman, Brian Haugli is CEO.

• Three directors (Brown, Regan, MacConnel) are independent under Nasdaq rules.

• Audit Committee is established; no Compensation or Nominating Committee.

• All directors attended over 75% of meetings in FY2024.