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 is open to shareholders of record as of August 21, 2025, with multiple voting methods available.

• Proxy materials are provided via internet 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 Rule 5635(d) 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.

• CEO also serves as Chairman, with independent directors forming a majority and leading all committees.

• Board committees (Audit, Compensation, NCG) are composed solely of independent directors and oversee key governance areas.

• Board meetings held regularly, with all directors attending at least 75% of meetings in 2024.

• Board has adopted policies on insider trading, business conduct, clawbacks, and whistleblowing.