Alzamend Neuro Inc

This advisory proposal asks stockholders to approve the compensation paid to the named executive officers as disclosed in the proxy statement. Management is asking for a non-binding endorsement of compensation decisions made by the Compensation Committee to attract, retain and motivate executives through base salary, bonuses and equity incentives intended to align management interests with stockholders. The Board explains that the vote is advisory and not binding, but that the Compensation Committee will consider stockholder feedback when setting future pay. The proposal is presented in the context of the Company’s stated compensation philosophy—pay-for-performance, internal equity, and competitive positioning—and references the Company’s use of equity awards to align executive incentives with long-term stockholder value. Given the Company’s limited operating history and ongoing R&D focus, management emphasizes retention and alignment features in its pay program. Institutional and retail investors will view the vote as a gauge of support for the current program; a strong ‘for’ vote would validate the Compensation Committee’s approach, while a weak showing could trigger committee-level review and potential changes in plan design or disclosure. The Board recommends a "FOR" vote, noting prior stockholder input established a triennial say-on-pay frequency and that the Compensation Committee will take the advisory result into account going forward. This vote carries the usual governance signaling importance despite its advisory status and may influence future compensation structures, disclosures, and engagement with investors regarding pay practices.

This management proposal requests shareholder approval of a new omnibus equity plan (the 2025 Plan) authorizing 1.6 million shares for grants of options, SARs, restricted stock, restricted stock units and other stock-based awards. Management argues the plan is necessary both as a practical talent tool—used to recruit and retain executives, employees and non-employee directors—and to align their incentives with long-term stockholder value through equity-based compensation. The filing highlights that shareholder approval also fulfills statutory and tax requirements (including certain aspects of Section 162(m)) so that some awards can qualify as performance-based compensation and potentially be tax-deductible. The board quantifies the maximum potential dilution (approximately 29.6% on the record date if fully issued) and discloses minimum vesting, repricing prohibitions, change-of-control provisions, and various governance safeguards (e.g., committee administration, limits on share recycling and non-liberal share recycling). From a governance perspective, investors will evaluate grant practices, dilution, vesting schedules, and clawback/recoupment provisions; management anticipates the plan will be effective immediately if approved and that awards will be discretionary. The Board recommends a "FOR" vote, framing the plan as central to the Company’s ability to motivate performance and maintain competitive compensation without deploying cash, while acknowledging the potential dilution impact that investors must weigh. Approving the plan enables the Compensation Committee to continue issuing equity awards used as the primary long-term incentive tool.

This management proposal seeks shareholder approval under Nasdaq Rule 5635(c) for a set of option grants to directors and executive officers totaling up to 1,210,000 shares if issued, with specified allocations: independent directors (60,000 options each), certain non-independent directors (Jackman 450,000; Ault 100,000; Nisser 60,000) and the CFO (Katzoff 300,000). Grants are proposed at a $2.36 per-share exercise price with ten-year terms; 50% vest on the date of shareholder approval and the remainder vests monthly over two years thereafter, and awards are exercisable only upon receipt of stockholder approval. Management frames the issuance as necessary to restore the retention and incentive value of previously granted options that are currently underwater due to the decline in market price since the IPO, arguing that equity is the primary long-term incentive to align management and directors with stockholder value creation while avoiding cash compensation. The board emphasizes that if the proposal is not approved it may need to consider cash retention alternatives, which could be more dilutive to operational cash. The filing discloses potential dilution (up to ~24.1% on the record date if fully issued) and warns of possible downward pressure on share price from future issuance or resale. From a governance perspective, investors will scrutinize the size of the proposed grants, the concentration to insiders, vesting tied to approval rather than service or performance, and the rationale that market declines rendered prior awards ineffective. The Board recommends a ‘FOR’ vote, contending the targeted issuance supports retention and incentives critical to executing the company’s strategy while noting the company’s intent to limit dilution by favoring options over stock awards. Approval is legally required under Nasdaq rules to permit the grants to non-employee directors and executive officers.

This proposal asks shareholders to authorize a reverse stock split amendment that would give the Board the authority (but not the obligation) to combine shares at a ratio between 1-for-2 and 1-for-10, to be selected by the Board prior to April 16, 2027. Management's stated rationale is to increase the per-share market price to help satisfy Nasdaq continued listing requirements, expand the pool of institutional and other investors willing to hold the stock, reduce certain broker/transaction costs for low-priced shares and potentially lower administrative costs. The Board emphasizes it will retain discretion as to whether to implement the split and the exact ratio, allowing it to choose the ratio that best balances price impact, liquidity, and share count considerations. The proxy discusses the expected uniform effect on holders (aside from cash payments for fractional shares), the effects on outstanding options, warrants and employee awards, accounting and tax considerations, and that no appraisal rights are available under Delaware law. From an investor perspective, reverse splits are often viewed as a tool to address listing and marketability concerns but can also be read as a response to sustained share price weakness; the Board acknowledges that the market capitalization may not increase proportionally and that the split could have neutral or adverse trading effects. The Board also signals flexibility to abandon the split if market conditions change, and affirms it does not intend the split to be part of a going-private transaction. The Board recommends a "FOR" vote, arguing the authorization provides optionality to support Nasdaq compliance and broader investor access while minimizing dilution by changing only share count and not par value.

This management proposal seeks shareholder authorization to permit the Board to adjourn the Annual Meeting one or more times to allow additional solicitations where vote tallies at the meeting time indicate insufficient votes to approve other proposals. Management frames this as a routine and pragmatic procedural authority to ensure that, if key proposals lack approval due to turnout or broker non-votes, the company can seek additional votes rather than letting measures fail by default. The proxy explains that adjournment would enable targeted follow-up solicitations, potentially converting shares held in street name or unreturned proxies into votes, and that the company will not extend adjournment beyond legally permitted deadlines. From a governance lens, approval minimizes the risk of unintended defeat of substantive proposals and helps preserve shareholder value by enabling fuller participation; however, some investors may prefer matters be decided at the scheduled meeting. The Board recommends a "FOR" vote, noting adjournment authority is a common and routine practice and that this proposal is considered a routine matter under NYSE/Nasdaq rules (permitting broker discretionary voting in some circumstances). If not approved, the Board’s flexibility to continue solicitation post-meeting would be constrained, potentially requiring alternative corporate actions to secure approval.