Soluna (SLNH) Proxy filing summary

Executive summary

• Annual Meeting scheduled for October 16, 2026, to be held virtually, with voting on key proposals including director elections, amendments to the Articles of Incorporation, executive compensation, auditor ratification, and equity issuance approvals.

• Board recommends voting FOR all proposals, including the election of three Class III directors, increasing authorized common stock, advisory say-on-pay, auditor ratification, approval of potential equity issuance under SEPA, and adjournment if necessary.

• Only stockholders of record as of August 21, 2026, are entitled to vote; quorum is 33.33% of voting power.

Voting matters and shareholder proposals

• Election of three Class III directors for terms expiring in 2029.

• Amendment to increase authorized common stock from 375,000,000 to 1,000,000,000 shares.

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

• Ratification of KPMG LLP as independent auditor for 2026.

• Approval for potential issuance of 20% or more of outstanding shares under the Standby Equity Purchase Agreement (SEPA).

• Approval to adjourn the meeting if necessary to solicit additional proxies.

Board of directors and corporate governance

• Board consists of ten directors, with a mix of independent and non-independent members; eight are independent under Nasdaq rules.

• Board committees include Audit, Compensation, Nominating and Corporate Governance, and Executive Committees, each with defined charters and responsibilities.

• Board met 23 times in 2025; all directors attended at least 75% of meetings.

• Board leadership structure separates the roles of Executive Chairman and CEO, with a Lead Independent Director.

• Code of Business Conduct and Ethics, insider trading, anti-hedging, and clawback policies are in place.