Smith Micro Software (SMSI) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on May 26, 2026, allowing shareholders to participate online, vote electronically, and submit questions before and during the meeting.

• Shareholders of record as of April 2, 2026, are entitled to vote on all proposals.

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

Voting matters and shareholder proposals

• Election of two directors to serve until the 2029 annual meeting.

• Advisory vote on executive compensation for 2025.

• Ratification of SingerLewak LLP as independent auditor for 2026.

• Approval of an amendment to the Omnibus Equity Incentive Plan to increase share reserve and adjust award counting.

• Approval of two Nasdaq-related proposals for the issuance of shares underlying warrants from 2025 private placements.

• Approval of a reverse stock split at a ratio between 1:3 and 1:10, at the board's discretion.

• Approval to adjourn the meeting if more time is needed to solicit votes for key proposals.

Board of directors and corporate governance

• Board reduced from eight to seven members; two nominees (Smith and Huffmyer) up for election.

• Board committees include Audit, Compensation, Governance and Nominating, and Mergers and Acquisitions.

• Majority of directors are independent, except for Smith and Huffmyer.

• Leadership transition: Smith became Executive Chairman, Huffmyer appointed President and CEO in March 2026.