AtlasClear (ATCH) Proxy filing summary

Voting matters and shareholder proposals

• Annual meeting scheduled for May 27, 2026, with proxy solicitation for shareholder votes.

• Quorum for the meeting requires at least 33.3% of voting power present or represented by proxy; abstentions and broker non-votes count toward quorum.

• Proposal 2 seeks approval to amend the 2024 Equity Incentive Plan, increasing reserved shares by 15,000,000.

• Approval of Proposal 2 requires a majority of votes cast by stockholders present in person or by proxy.

Executive compensation and say-on-pay

• The 2024 Equity Incentive Plan aims to enhance the ability to attract, retain, and incentivize employees, contractors, and directors.

• The amendment would increase the share pool from 590,046 to 15,590,046 shares, supporting competitive equity compensation.

• No shares have been issued under the plan since its adoption; the increase is intended to support future awards.

Board of directors and corporate governance

• The Board and compensation committee recommend approval of the amended plan to support recruiting, retention, and performance goals.

• If the amendment is not approved, the Board will consider alternative arrangements.