CXApp (CXAI) Proxy filing summary

Executive summary

• Annual meeting scheduled for June 16, 2026, with virtual participation available to shareholders.

• Shareholders are encouraged to review proxy materials and vote by June 15, 2026.

Voting matters and shareholder proposals

• Election of Khurram Sheikh and George Mathai as Class III directors to serve until the annual meeting following fiscal year 2028.

• Approval for issuance of common stock or convertible securities in private placements exceeding 20% of outstanding shares, per Nasdaq rules.

• Authorization for a reverse stock split at a ratio between 1-for-5 and 1-for-100 to maintain Nasdaq listing, including amendment of the certificate of incorporation.

• Non-binding advisory vote on executive compensation and on the frequency of future say-on-pay votes, with a recommendation for annual votes.

• Ratification of WithumSmith + Brown, PC as independent auditor for the year ending December 31, 2026.

• Provision to transact other business as may properly come before the meeting.

Board of directors and corporate governance

• Board recommends voting in favor of all proposals, including director elections and corporate actions.