Coda Octopus Group (CODA) Proxy filing summary

Executive summary

• Annual meeting scheduled for September 8, 2026, via virtual webcast, with voting on directors, auditor ratification, and executive compensation.

• Only stockholders of record as of July 30, 2026, are eligible to vote; 11,280,754 shares outstanding.

• Voting can be done online, by phone, mail, or during the virtual meeting; results to be published in a Form 8-K.

Voting matters and shareholder proposals

• Election of seven directors for terms expiring at the 2027 annual meeting.

• Ratification of Frazier & Deeter, LLC as independent auditor for 2026.

• Advisory vote on executive compensation (say-on-pay).

• Shareholder proposals for the 2027 meeting must be received by April 1, 2027.

Board of directors and corporate governance

• Board chaired by CEO Annmarie Gayle, combining CEO and Chairman roles for unified leadership.

• Six of seven director nominees are independent per NASDAQ standards; three standing committees: Audit, Compensation, Nominating.

• Committees are fully independent, with charters available online; annual review of board composition and diversity.

• Code of Ethics applies to all officers, employees, and directors.