Peraso (PRSO) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on September 10, 2026, with voting on key proposals including director elections, auditor ratification, equity plan amendments, executive compensation, and a significant capital-raising proposal.

• Shareholders of record as of July 20, 2026, are eligible to vote, with multiple voting methods available including online, phone, mail, or live at the meeting.

• The proxy statement details the company's governance, compensation, risk oversight, and related party transactions, and includes instructions for shareholder proposals for the 2027 meeting.

Voting matters and shareholder proposals

• Election of four directors: Ronald Glibbery, Cornelis Links, Andreas Melder, and Robert Newell.

• Ratification of Weinberg & Company, P.A. as independent auditor for 2026.

• Amendment to the 2019 Stock Incentive Plan to add 1,500,000 shares for issuance.

• Advisory vote on executive compensation (Say-on-Pay).

• Approval to remove the Nasdaq 20% cap for share issuance under a $25M purchase agreement with Roth Principal Investments.

• Approval for potential adjournment of the meeting if necessary.

Board of directors and corporate governance

• Board consists of four nominees, with Daniel Lewis retiring.

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

• No nominating committee; independent directors handle nominations.

• Board actively oversees risk, with committees responsible for specific risk areas.

• Code of ethics and insider trading policy in place for all directors and employees.