Smith Micro Software (SMSI) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on May 26, 2026, with shareholders able to vote electronically and submit questions online.

• Shareholders will vote on eight key proposals, including director elections, executive compensation, auditor ratification, equity plan amendments, warrant issuances, a reverse stock split, and potential adjournment.

• The Board recommends voting in favor of all proposals and emphasizes the importance of shareholder participation.

Voting matters and shareholder proposals

• Election of two directors for three-year terms expiring at the 2029 annual meeting.

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

• Ratification of SingerLewak LLP as independent auditor for fiscal year 2026.

• Approval of an amendment to the Omnibus Equity Incentive Plan to authorize 3 million additional shares and change the full value award counting method.

• Approval of two Nasdaq-related proposals for the issuance of shares underlying warrants that could exceed 20% of outstanding stock, including one involving an affiliated purchaser.

• 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

• The Board will be reduced from eight to seven members after the meeting.

• Two nominees for election: William W. Smith, Jr. (Executive Chairman) and Timothy C. Huffmyer (President & CEO).

• Board committees include Audit, Compensation, Governance and Nominating, and Mergers and Acquisitions, all with independent members except for executive officers.

• The Board separated the roles of Chairman and CEO in March 2026 as part of succession planning.

• All directors except Smith and Huffmyer are independent.