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 advance submissions.

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

• Shareholders of record as of April 16, 2025, are eligible to vote, with a majority required for quorum.

Voting matters and shareholder proposals

• Proposal 1: Elect seven directors for one-year terms expiring at the 2026 annual meeting.

• Proposal 2: Ratify KNAV CPA LLP as the independent auditor for fiscal 2025.

• Proposal 3: Approve a reverse stock split at a ratio between 1-for-10 and 1-for-100, at the Board's discretion.

• Proposal 4: Approve issuance of up to 9,584,000 shares upon exercise of certain warrants, per Nasdaq rules.

• Board recommends voting FOR all proposals and nominees.

Board of directors and corporate governance

• Board consists of seven directors, with a majority being independent per Nasdaq standards.

• Board committees: Audit, Compensation, and Governance, each composed entirely of independent directors.

• Board is no longer classified; all directors are elected annually.

• Governance Committee considers diversity, skills, and independence in director nominations.

• Corporate governance documents and codes are available on the company website.