Senestech (SNES) Proxy filing summary

Executive summary

• A supplement to the proxy statement was issued for the June 9, 2026, annual meeting, focusing on an amendment to the 2018 Equity Incentive Plan to increase shares available for issuance, but with a reduction in new shares from 1.7 million to 1.2 million.

• Non-employee directors agreed to cancel and forego previously described contingent stock options, totaling 420,000 shares, to ensure sufficient shares remain available for employee retention.

• The 2018 Amended Plan will be presented for shareholder approval, with its effectiveness contingent on such approval.

Voting matters and shareholder proposals

• Proposal No. 3 seeks approval for the amendment to the 2018 Equity Incentive Plan, with voting instructions remaining valid unless changed or revoked by shareholders.

• Shareholders can change or revoke their proxy at any time before the annual meeting by various methods, including submitting a new proxy card or notifying the company in writing.

Board of directors and corporate governance

• The board approved the reduction in new shares for the equity plan and the cancellation of contingent stock options for non-employee directors.

• The board retains authority to amend, suspend, or terminate the plan, and may delegate administration to committees or officers as appropriate.