Smith Micro Software (SMSI) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on June 3, 2025, allowing shareholders to participate online and vote electronically from any location.

• Shareholders of record as of April 7, 2025, are entitled to vote on key proposals, including director elections, executive compensation, auditor ratification, and amendments to equity and stock purchase plans.

• Proxy materials are primarily distributed electronically, with paper copies available upon request, supporting cost savings and environmental initiatives.

Voting matters and shareholder proposals

• Election of two directors to serve until the 2028 annual meeting.

• Advisory vote on executive compensation for 2024 (say-on-pay).

• Ratification of SingerLewak LLP as independent auditor for fiscal year 2025.

• Approval of amendments to the Omnibus Equity Incentive Plan (adding 3 million shares) and Employee Stock Purchase Plan (adding 250,000 shares).

• No shareholder proposals were submitted for this meeting.

Board of directors and corporate governance

• Board consists of eight members, with staggered three-year terms; all but the CEO are independent.

• Four standing committees: Audit, Compensation, Governance and Nominating, and Mergers and Acquisitions.

• Directors and committees met regularly in 2024, with high attendance.

• Board leadership combines CEO and Chairman roles, supported by independent committees.