Stardust Power (SDST) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on June 9, 2025, with voting on four key proposals and opportunities for shareholder engagement via Q&A and pre-meeting submissions.

• Only shareholders of record as of April 16, 2025, are entitled to vote, with a majority of outstanding shares required for a quorum.

• The meeting follows a business combination completed in July 2024, marking the first annual meeting post-transaction.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of seven directors for one-year terms, (2) ratification of KNAV CPA LLP as auditor for 2025, (3) approval of a reverse stock split at a ratio of 1-for-10 to 1-for-100, and (4) approval of up to 9,584,000 shares issuable upon warrant exercise.

• The board recommends voting FOR all proposals and director nominees.

• The reverse stock split is intended to help regain compliance with Nasdaq listing requirements.

• Approval of warrant share issuance is required under Nasdaq rules due to potential dilution exceeding 20% of outstanding shares.

Board of directors and corporate governance

• The board consists of seven directors, with a majority now independent following the loss of controlled company status.

• All directors are elected annually; the board is no longer classified.

• Three standing committees exist: Audit, Compensation, and Governance, each composed entirely of independent directors.

• The board has adopted corporate governance guidelines, a code of ethics, a clawback policy, and an insider trading policy.