zSpace (ZSPC) Proxy Filing summary

Executive summary

• Annual meeting scheduled for October 15, 2025, with six key proposals for shareholder vote, including director elections, auditor ratification, share issuances, and a charter amendment.

• Voting available via internet, phone, mail, or in person; record date is August 21, 2025.

• Proxy materials are distributed using the SEC's Notice and Access model to reduce costs and environmental impact.

Voting matters and shareholder proposals

• Election of four Class I directors to serve until the next annual meeting.

• Ratification of UHY LLP as the new independent registered public accounting firm for fiscal year 2025.

• Approval of share issuances related to a convertible promissory note and an equity line of credit, both requiring waivers of Nasdaq's 20% Exchange Cap.

• Amendment to the 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 consists of seven members, divided into Class I (independent) and Class II (non-independent) directors.

• Board leadership combines CEO and Chairman roles for unified vision and accountability, with strong independent oversight through committees and executive sessions.

• Majority of directors are independent; committees (Audit, Compensation, NCG) are composed solely of independent directors.

• Board held six meetings in 2024, with high attendance and regular executive sessions.

• Director candidates are evaluated for integrity, experience, diversity, and independence.