Smith Micro Software (SMSI) Proxy filing summary

Executive summary

• Annual meeting scheduled for May 26, 2026, to be held virtually at 9:00 am ET.

• Proxy materials and 2025 Annual Report are available online for review and voting.

• Shareholders encouraged to vote online or request paper copies by May 15, 2026, for timely delivery.

Voting matters and shareholder proposals

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

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

• Ratification of SingerLewak LLP as independent auditor for fiscal year ending December 31, 2026.

• Approval of amendment to the Omnibus Equity Incentive Plan.

• Approval of share issuances related to warrants under Nasdaq rules 5635(c) and (d).

• 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 recommends voting FOR all director nominees and all proposals listed.