SharonAI (SHAZ) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on August 27, 2026, with voting on four key proposals, including auditor ratification, director elections, an equity plan amendment, and approval for the exercise of pre-funded warrants.

• The Board unanimously recommends voting in favor of all proposals and has set July 2, 2026, as the record date for voting eligibility.

• Shareholders can vote online, by mail, or during the meeting, and a quorum requires a majority of total votes outstanding.

Voting matters and shareholder proposals

• Proposals include ratifying Hogan Taylor LLP as auditor, electing two Class I directors, amending the equity incentive plan, and approving the exercise of pre-funded warrants.

• Shareholder proposals for the 2027 meeting must be submitted by March 15, 2027, for inclusion in proxy materials.

• The Board recommends voting FOR all proposals.

Board of directors and corporate governance

• The Board consists of six members divided into three classes, with independent directors meeting Nasdaq standards.

• Standing committees include Audit and Risk Management, Compensation, and Corporate Governance and Nominating Committees, all composed of independent directors.

• The Board separates the roles of Chair and CEO and encourages regular communication with shareholders.