Banzai International Inc

This management proposal asks shareholders to authorize an amendment to the Company’s Certificate of Incorporation to effect a reverse stock split of Class A and Class B common stock at a ratio of up to 1-for-20, with the Board given discretion to select the final ratio and timing and to abandon the amendment. Management seeks this approval primarily to increase the per-share trading price of the Class A common stock in order to comply with Nasdaq minimum bid price requirements and to make the stock more attractive to institutional investors and brokers, which management believes could improve liquidity and investor interest. The proposal would be effected uniformly for all outstanding common shares and would not change holders’ percentage ownership except for treatment of fractional shares, which will be rounded up to the nearest whole share. The board emphasizes that approval merely authorizes the amendment: the Board retains sole discretion over whether and when to implement the reverse split and the authorization automatically lapses if not used within one year. If implemented, proportional adjustments would be made to outstanding derivative securities (options, warrants, RSUs, convertible instruments) so that the aggregate exercise prices and values remain substantially the same. Management discloses risks: the reverse split may not achieve the intended price increase, could reduce liquidity by lowering outstanding share count, may create odd-lot holdings, and could be perceived negatively by the market causing a decline in market capitalization. The Company also outlines tax and administrative consequences, including that the split should be treated as a recapitalization for U.S. federal income tax purposes and fractional-share cash payments may be subject to information reporting and backup withholding. The Board recommends a vote FOR, arguing the potential benefits (listing compliance, broader investor appeal, potential liquidity improvement) outweigh the risks, while noting implementation is contingent on market conditions and Board judgment.

This management proposal requests shareholder approval to give the Board the authority to adjourn the special meeting one or more times to solicit additional proxies if there are not sufficient votes to approve the Reverse Split Proposal. Management seeks this authority to preserve the Board’s ability to continue engaging with stockholders and to secure the votes necessary to implement the reverse split if it believes doing so is in the Company’s best interest. The proposal lowers the procedural barrier to continuing the meeting beyond its scheduled date, and the Company notes that any adjournment decision will be made solely by the Company. The filing explains that shareholders who have submitted proxies may revoke them before they are used, and it clarifies how unsigned voting instructions will be applied to the adjournment vote, tying the treatment to how the reverse split vote was marked. The adjournment mechanism is a commonly used governance tool to permit additional solicitation, but it can effectively delay finality for stockholders and may result in additional solicitation costs and communications. Because the adjournment authority would only be used to pursue approval of other proposals (principally the reverse split), it is contextually linked and contingent on the outcome of Proposal 1. The Board recommends a vote FOR, arguing the adjournment authority is necessary to allow adequate solicitation time to secure shareholder approval if initial votes are insufficient. Potential governance considerations include the Board’s unilateral discretion over adjournment timing and the capacity for repeated adjournments, though the Company emphasizes revocation rights of shareholders prior to reuse of proxies.