Aditxt Inc

This management proposal seeks a non-binding advisory approval of the compensation paid to the named executive officers as disclosed in the Proxy Statement. Management frames the program as structured to attract, motivate, and retain qualified leaders by linking compensation to Company performance with a focus on performance-based components aligned with shareholder value. The vote is advisory and will not bind the Board or Compensation Committee, but management states it will consider the outcome when making future compensation decisions. The Board recommends approval, asserting that the compensation design balances competitive pay and performance alignment. Important governance context includes that the Company is a smaller reporting company and uses customary elements including base salary and performance/discretionary bonuses; some executives have employment agreements with severance and change-in-control protections. A negative vote would not directly change pay but could trigger Board/Compensation Committee reconsideration of pay practices and increase investor scrutiny. The advisory nature means investors evaluate disclosures, pay-for-performance linkage, severance terms and potential conflicts (e.g., CEO and family relationships); the Company has disclosure of related-party loans and certain family ties among officers, which investors may weigh. Given the Board’s unified recommendation and management’s reliance on the advisory vote for guidance rather than mandate, the practical effect is reputational — a strong adverse vote could lead to governance responses, while approval affirms current program design.

This management-sponsored proposal asks shareholders on a non-binding basis to choose the frequency—one, two, or three years—at which the company should hold future advisory votes on named executive officer compensation. The Board recommends a three-year cycle, arguing it balances meaningful periodic shareholder input with the time needed to implement and evaluate compensation programs. For investors, the frequency choice affects how often they can formally register approval or dissent with pay practices; more frequent votes allow faster feedback, while less frequent votes reduce administrative burden and avoid reacting to short-term performance cycles. The Company, as a smaller reporting company with a developing governance profile, frames the three-year recommendation as enabling stability and alignment with longer-term strategic objectives and potential multi-year incentive structures. Management emphasizes the advisory nature of the vote—the selected frequency does not alter compensation policy directly but signals shareholder preferences that the Board and Compensation Committee will consider. From a governance assessment perspective, a vote for one year is favored by activists wanting frequent accountability; two or three years are often preferred by management and some institutional investors for allowing time to assess long-term outcomes. The Board’s clear recommendation for every three years reduces uncertainty about management’s preferred cadence but shareholders retain ultimate advisory control through the vote; if no option receives a majority, the Board will consider the plurality outcome. Institutional investors may weigh this vote alongside the Say-on-Pay results to evaluate the company’s responsiveness to shareholder concerns and long-term pay-for-performance alignment.

This management proposal asks shareholders to authorize the board to amend the Certificate of Incorporation to combine outstanding common stock into a smaller number of shares—a reverse stock split—at a ratio within a broad range (1:2 to 1:250) to be chosen by the board and implemented within one year, if at all. Management frames the action as a tool to increase the per-share market price to attract institutional investors, improve trading liquidity for certain investors, and regain or maintain compliance with Nasdaq continued listing requirements. The board emphasizes flexibility in setting the final ratio so it can respond to market conditions, the number of outstanding shares, and potential financing opportunities; it also reserves the right not to proceed after shareholder approval. The filing discloses the typical downsides of reverse splits—negative investor perception, potential post-split price declines, reduced liquidity, and implementation costs—acknowledging there is no guarantee of the intended benefits. The proposal would apply uniformly to all holders and preserve proportional ownership, with fractional shares rounded up to whole shares rather than paid in cash. The company also explains proportional adjustments to outstanding options and warrants and that accounting and tax treatments would follow customary recapitalization rules under Section 368. For governance-minded investors, the broad ratio range and unilateral board discretion may raise concerns about dilution economics, timing, and communication; however, the board’s unanimous recommendation and detailed disclosure of potential effects provide shareholders context to evaluate the trade-offs. A shareholder vote FOR grants the board strategic flexibility to attempt to address listing and investor base objectives, while a vote AGAINST would constrain that option.

This management proposal requests shareholder authorization to allow the Board to adjourn the Annual Meeting—without setting a new record date for adjournments of 30 days or less—in order to solicit additional proxies if certain proposals lack sufficient votes at the time of the meeting. The authority is procedural and is intended to provide the Board with flexibility to continue solicitation efforts to achieve approval thresholds, thereby avoiding rushed decisions and permitting broader shareholder participation. From a governance perspective, this is a standard proposal that preserves shareholder rights while enabling the company to pursue a prudent process to secure approvals where needed. The proxy statement notes that an adjournment permits previously submitted proxies to be revoked prior to use at the adjourned meeting, which protects shareholders’ ability to change their vote. Approval requires a majority of votes cast and the Board recommends a vote FOR, arguing it is in the company’s and stockholders’ interest to permit additional solicitation if necessary. Opponents may view repeated adjournments as delaying tactics, but the company discloses the intent to use adjournments to properly solicit and ensure adequate representation for decisions. Overall, the proposal carries limited substantive policy implications but has practical importance when critical corporate actions lack immediate approval and additional outreach to shareholders is required.