Amaze Holdings Inc

This proposal requests stockholder approval of a new omnibus equity incentive plan (the 2026 Plan) that would reserve 8,300,000 shares for issuance to employees, consultants and directors and includes an “evergreen” provision increasing the reserve by 9.99% of outstanding shares each January 1 beginning in 2027. Management seeks approval to continue offering stock options, stock appreciation rights, restricted stock, restricted stock units, performance share awards, and limited performance cash awards as tools to recruit and retain talent and align management and employee incentives with long-term stockholder value. The plan is administered by the Compensation Committee and contains customary features: minimum exercise price tied to fair market value, change-in-control acceleration, forfeiture/clawback provisions, and provisions intended to comply with Section 409A and Rule 16b-3. The evergreen feature means the share reserve can grow annually without further shareholder approval, which could materially increase potential dilution over time if not managed. The Committee and Board recommend approval asserting the company may otherwise lack sufficient equity to attract and retain personnel and to execute strategic transactions; they emphasize flexibility in award types and administration. From a governance perspective, key issues for shareholders include the size of the share reserve relative to current outstanding shares, the mechanics and pace of dilution from the evergreen formula, the Board’s discretion over award sizing and repricings, and the plan’s change-in-control and acceleration provisions which can materially accelerate dilution. Approving the plan enables the Company to continue granting equity compensation (including significant RSU grants disclosed elsewhere in the proxy) and supports management’s retention strategy, but investors should monitor grant practices, dilution metrics, potential repricings, and the Compensation Committee’s use of discretion over time. The Board recommends a vote FOR the plan because it believes equity incentives are critical to the Company’s growth and that the plan’s terms are consistent with its compensation objectives.

This proposal asks stockholders to approve the potential issuance of shares upon conversion of the New Senior Secured Convertible Notes in amounts that would exceed the 19.9% exchange cap that otherwise limits conversions prior to shareholder approval. The New Senior Secured Convertible Notes were issued pursuant to a Purchase Agreement to restructure prior noteholders’ claims and include an initial conversion price ($2.33) and a floor price ($1.50), a 9.99% beneficial ownership limitation, and investor participation and prepayment rights in future financings. Without stockholder approval, conversions are limited in the aggregate to 19.9% of outstanding common stock, which could hinder the full conversion mechanics contemplated by the financing agreement; approval would satisfy NYSE American Company Guide Sections 713(a) and (b) and permit conversions beyond that cap. Management frames the request as required to comply with exchange rules and to implement the negotiated economics of the financing; the proxy notes the potential dilutive impact — depending on conversion price and accrued interest, conversions could represent roughly 21.7% to 30.2% of outstanding common stock based on figures at signing. Key investor considerations include significant potential dilution, the possibility of change-of-control implications under exchange rules, anti-dilution adjustments, investor participation rights in future financings, and cash prepayment obligations tied to future financing proceeds (which can affect liquidity). The Board recommends approval to avoid ongoing operational constraints and to honor the negotiated financing terms, but shareholders should weigh the dilution and governance implications, monitor conversion pricing adjustments, and assess whether the financing terms and investor protections are consistent with long-term shareholder interests. If not approved, the conversion capability remains capped at 19.9% aggregate issuance until approval is obtained, and the Company must reconvene every 90 days to seek approval if not initially obtained.

This proposal seeks shareholder approval to amend the Articles of Incorporation to raise the authorized common shares from 100 million to 750 million (total authorized shares to 775 million including preferred). Management’s rationale is to ensure sufficient authorized shares to support future capital raises, strategic transactions, equity grants and other corporate needs without requiring frequent charter amendments. The proxy states the additional shares would be identical in rights to existing common stock and that stockholders will not have preemptive rights; the Board also notes potential anti-takeover effects and that issuance of additional shares could be dilutive when issued. The Company also contemplates implementing a one-for-eight reverse stock split and proportional decrease in authorized common stock if required to maintain NYSE American listing; the combination of a large authorized increase and possible reverse split complicates dilution and float dynamics and merits investor scrutiny. For investors, material considerations include the scale of the increase relative to outstanding shares (which could enable significant issuance and dilution), lack of preemptive rights for existing holders, and the Board’s discretion over future issuances; governance-conscious investors often require clear disclosure on when and how additional shares will be used and guardrails on potential anti-takeover misuse. The Board recommends a vote FOR, citing the need for flexibility to access capital markets and pursue growth opportunities; shareholders should weigh that asserted need against dilution risk and request transparency on issuance policies and limits. If not approved, the Company may be constrained in its ability to raise capital or complete transactions without subsequent shareholder approval.

This non-binding advisory proposal asks stockholders to approve the Company’s executive compensation as disclosed in the proxy, including salary, bonuses, and equity awards for Named Executive Officers. Management explains that compensation is intended to attract and retain experienced executives and to align management incentives with long-term shareholder value, while the Compensation Committee retains discretion over plan administration and grants. Given the advisory nature, the vote does not change pay arrangements directly but the Board and Compensation Committee will consider the outcome when setting future compensation. Investors should evaluate the structure and levels of pay disclosed (including significant RSU grants and incentive targets), the alignment of performance metrics with long-term strategy, potential one-time or discretionary awards, and whether prior pay has correlated with realized performance. The Board recommends a FOR vote, arguing the program strikes an appropriate balance between responsible pay practices and effective incentives, but shareholders may use the advisory result to signal concerns and push for changes to incentive design, disclosure, or governance procedures. The company will consider the vote outcome in future compensation decisions, which gives investors an indirect mechanism to influence pay practices without immediate binding effect.

This advisory proposal asks stockholders to select the preferred frequency—one, two or three years—of future advisory say-on-pay votes. The Board recommends a three-year interval, arguing that a triennial vote better aligns with long-term compensation cycles and gives the Company adequate time to consider and implement changes in response to shareholder feedback. For investors, a shorter frequency (annual) can provide more immediate feedback and engagement on pay practices, while a longer frequency reduces administrative burden and may better align with multi-year compensation outcomes; the trade-off is between responsiveness and stability. Because the vote is non-binding, the Board may nonetheless choose a different cadence, but it will consider stockholder preference expressed by the vote. Shareholders should weigh the Company’s growth stage and compensation design—if compensation outcomes are volatile or subject to rapid change, more frequent votes may be warranted; if programs are long-term and performance-based, a triennial vote can be reasonable. The Board’s recommendation for three years reflects its view of alignment with long-term objectives, but active investors can use the advisory vote to signal a different preference for engagement cadence.

This procedural proposal seeks authority to adjourn the Annual Meeting, if necessary, to allow additional time to solicit proxies and obtain the votes required to approve one or more proposals. Management requests the adjournment power to reconvene and continue solicitation if initial tabulation shows insufficient votes, which is a common corporate governance mechanism to ensure that matters the Board supports can be re-presented after further outreach. The proxy states that an adjournment for solicitation preserves the right of stockholders who have already voted to revoke prior proxies before they are used, and that the Company may hold additional meetings every 90 days to seek approval if required by agreements. From a shareholder perspective, adjournments can be neutral procedural tools but may be viewed negatively if used to pressure holders or delay shareholder-driven outcomes; transparency about reasons and timing of solicitation is important. The Board recommends a FOR vote to retain operational flexibility to obtain necessary approvals, but investors should monitor whether adjournments are used only as necessary and in accordance with fiduciary obligations.