Tessera Defense and Homeland Security (HLSQ) Proxy filing summary

Executive summary

• Special Meeting scheduled for October 20, 2026, to vote on amending the 2026 Equity Incentive Plan and a potential adjournment proposal.

• Amendment seeks to increase shares reserved for equity awards from 685,000 to 6,000,000 post-reverse split.

• Board recommends voting FOR both proposals, citing business needs and competitive compensation.

• Recent acquisitions and anticipated growth drive need for additional equity awards.

Voting matters and shareholder proposals

• Proposal 1: Approve amendment to increase equity plan shares by 5,315,000 (to 6,000,000 total, post-split).

• Proposal 2: Approve adjournment of the meeting if more time is needed to solicit proxies.

• Only stockholders of record as of October 5, 2026, may vote; each share gets one vote.

• Both proposals require a majority of votes cast for approval.

• Board unanimously recommends voting FOR both proposals.

Board of directors and corporate governance

• Current board includes Michael Oster (CEO), David Rokach (CFO), Roy Timor-Rousso (Chief Business Officer), and four directors with finance and investment backgrounds.

• Three directors qualify as independent under NYSE American standards; one is not independent due to related board service.

• Board committees: Audit, Compensation, and Nominating & Corporate Governance, chaired by independent directors.