zSpace (ZSPC) Proxy Filing summary

Executive summary

• Annual meeting scheduled for October 15, 2025, in San Jose, California, with proxy materials available online and by request.

• Stockholders of record as of August 21, 2025, are eligible to vote on key proposals.

Voting matters and shareholder proposals

• Election of four Class I director nominees: Joanna Morris, Abhay Pande, Angela Prince, and Jane Swift.

• Ratification of UHY LLP as independent registered public accounting firm for fiscal year ending December 31, 2025.

• Approval of common stock issuance related to a Convertible Promissory Note dated April 11, 2025, per Nasdaq rules.

• Approval of common stock issuance related to a Common Stock Purchase Agreement dated July 7, 2025, per Nasdaq rules.

• Amendment to Certificate of Incorporation to allow stockholder action by written consent.

• Approval to adjourn the meeting if necessary to solicit additional votes.

Board of directors and corporate governance

• Board recommends voting FOR all six proposals on the agenda.

• Four nominees are up for election to serve until the next annual meeting and until successors are elected.