Boxabl Inc

1. 1

   FGMC Stockholder Proposal No. 1 — The Business Combination Proposal

   ManagementBoard: FOR

   Approve and adopt the Agreement and Plan of Merger (the Merger Agreement) providing for the two-step mergers combining FGMC and BOXABL into the Combined Company (to be renamed BOXABL Inc.).

   More detail

   This management proposal asks FGMC stockholders to approve and adopt the Agreement and Plan of Merger dated August 4, 2025 among FGMC, BOXABL and FG Merger Sub II Inc., which contemplates a two-step merger (Merger Sub into BOXABL, then BOXABL into FGMC) resulting in a Combined Company to be renamed BOXABL Inc. Management and the FGMC board seek shareholder approval because the Merger Agreement is a fundamental, cross‑conditioned closing condition of the transaction framework and, without that approval, the Business Combination cannot close. The board emphasizes strategic rationales: access to public market capital, continuity of BOXABL management, and anticipated operational synergies and growth capital to scale BOXABL’s business. The Merger is cross‑conditioned with several FGMC proposals and the BOXABL stockholder vote, so approval is necessary but not sufficient on its own; management has negotiated related agreements (Sponsor Support, BOXABL Support, lockups) to increase likelihood of consummation. The board discloses potential conflicts: Sponsor, certain directors and officers have financial interests and may lose invested capital if the transaction fails, which could influence recommendations. There are important regulatory and listing contingencies (Nasdaq conditional listing), and the Merger consideration and potential dilution are material to public FGMC holders; the filing contains pro forma and dilution analysis. The recommendation to vote FOR is justified by FGMC’s board on the basis that the Merger presents the best available path to create a combined public company with capital and governance arrangements contemplated in the Merger Agreement, but stockholders should weigh the disclosed conflicts, dilution, and conditionality of approvals when evaluating the merits.

2. 1

   BOXABL Stockholder Proposal No. 1 — The BOXABL Business Combination Proposal

   ManagementBoard: FOR

   BOXABL stockholders are asked to approve and adopt the Merger Agreement (the same Agreement and Plan of Merger among FGMC, BOXABL and Merger Sub), authorizing BOXABL to effect the First Merger and related transactions.

   More detail

   BOXABL’s management is asking holders of BOXABL Common Stock to approve the Merger Agreement under which Merger Sub (an FGMC subsidiary) will merge with and into BOXABL (the First Merger), with BOXABL initially surviving and later merging into FGMC as described in the two‑step structure. The board’s recommendation for approval is grounded in its view that the transaction provides the optimal path for BOXABL to access public markets, obtain growth capital, and realize strategic opportunities more quickly than available alternatives. The BOXABL board considered alternatives and consulted advisors; it emphasizes continuity of BOXABL management within the Combined Company and potential synergies, but also notes potential conflicts of interest and that certain BOXABL stockholders executed support agreements representing substantial pre‑vote support (~73.79%). The vote is a necessary condition (along with the FGMC Condition Precedent Proposals) for the Business Combination to close; approval does not alone guarantee closing because FGMC stockholder approvals and other closing conditions must also be satisfied. Stockholders should weigh the merits of the negotiated consideration, governance arrangements, lock‑ups, and potential dilution from the contemplated issuance of Combined Company shares when evaluating this proposal.

3. 2

   FGMC Stockholder Proposal No. 2 — The Conversion Proposal

   ManagementBoard: FOR

   Authorize FGMC to convert from a Nevada corporation to a Texas corporation and adopt the Plan of Conversion, Proposed Charter (Texas Certificate of Formation) and Proposed Bylaws.

   More detail

   This management proposal requests approval to convert FGMC from a Nevada corporation to a Texas corporation and to adopt the associated Plan of Conversion, Proposed Charter (Texas Certificate of Formation) and Proposed Bylaws. Management seeks this shareholder authorization because the Merger structure contemplates the Combined Company being governed by Texas law (the TBOC) following the two-step merger; in particular, certain governance, indemnification, forum-selection and corporate‑structure provisions in the Proposed Charter and Bylaws are drafted under Texas law and require the corporate form change. The Conversion is intended to be non‑material to FGMC’s assets and operations other than enabling the Combined Company’s intended governance regime; management frames it as necessary procedural and legal housekeeping for the transaction to close. The proposal is conditioned and cross‑linked to the Merger and other FGMC Condition Precedent Proposals, meaning the Conversion will not have practical effect unless the Business Combination and other requisite proposals are also approved or waived. The board recommends FOR, citing alignment between the Proposed Charter/Bylaws and post‑Closing operating needs, but stockholders should consider the substance of charter changes (dual‑class stock, forum selection, bylaw amendment thresholds) disclosed elsewhere that accompany the Conversion and may materially affect shareholder rights post‑Closing.

4. 2

   BOXABL Stockholder Proposal No. 2 — The BOXABL Adjournment Proposal

   ManagementBoard: FOR

   Authorize BOXABL’s board to adjourn the BOXABL Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if there are insufficient votes to approve the BOXABL Business Combination Proposal.

   More detail

   This mirrors the FGMC adjournment mechanics but for BOXABL’s meeting: the board seeks authority to adjourn the BOXABL Special Meeting to allow additional proxy solicitation if necessary to secure approval of the BOXABL Business Combination Proposal. The BOXABL board frames this as a procedural measure to maximize the chance of closing the transaction in coordination with FGMC’s votes and the cross‑conditioned approvals. The filing discloses that certain BOXABL holders have entered into support agreements representing a large pre‑vote majority, reducing but not eliminating the risk of a failed vote; the adjournment authority preserves flexibility to finalize voting outcomes. The board recommends FOR, but stockholders should be aware that adjournment could enable continued solicitation activities and related transactions (including private purchases) that might alter the composition of share ownership prior to a reconvened vote.

5. 3

   FGMC Stockholder Proposal No. 3 — The Governance Proposals (3A–3D

   ManagementBoard: FOR

   Non‑binding advisory votes on certain governance provisions in the Proposed Charter and Proposed Bylaws: (3A) new authorized share capital schedule; (3B) dual‑class voting structure (Class A 1 vote/Class B 10 votes); (3C) board composition range (2–9) and election terms; (3D) exclusive forum selection (Southern District of Texas for non‑Securities Act claims).

   More detail

   These are four non‑binding advisory management proposals asking stockholders to express their views on significant charter and bylaw changes that will govern the post‑Closing Combined Company. The proposals collectively request approval of a materially expanded authorized share capital (3A), adoption of a dual‑class capital structure allocating 1 vote per Class A share and 10 votes per Class B share (3B), a board composition regime specifying a minimum of two and maximum of nine directors with board‑determined exact size (3C), and an exclusive forum selection provision designating the Southern District of Texas for non‑Securities Act claims (3D). Management presents these items on a non‑binding advisory basis consistent with SEC guidance to allow shareholders to comment separately on governance provisions that have enduring effects on shareholder rights, control and takeover defenses. The dual‑class framework and increased authorized shares are particularly consequential: they enable founder/insider control, potential future financings and preferred share classes but also create dilution and concentrated voting power that may reduce influence of public holders. The board justifies the changes by referencing operational needs of the Combined Company, Nasdaq listing mechanics, and alignment with the negotiated transaction terms; however, these provisions could entrench existing insiders and limit typical corporate governance protections (e.g., raising thresholds for bylaw amendments and limiting forum choice). The forum‑selection clause reduces litigation forum shopping but may be challenged as to enforceability for Securities Act claims and could impose litigation forum costs on holders. Because these votes are advisory and conditioned on other closing proposals, the real legal effect depends on whether the Condition Precedent Proposals are approved and whether the parties elect to effect the changes as adopted in the Proposed Charter and Bylaws post‑Closing.

6. 4

   FGMC Stockholder Proposal No. 4 — The Director Election Proposal

   ManagementBoard: FOR

   Elect five directors who, upon consummation of the Business Combination, will serve as the initial board of the Combined Company (nominees: Paolo Tiramani; Galiano Tiramani; David R. Cooper II; Zvi Yemini; Larry Swets, Jr.).

7. 5

   FGMC Stockholder Proposal No. 5 — The Stock Issuance Proposal

   ManagementBoard: FOR

   Approve, for purposes of complying with Nasdaq listing rules, the issuance of shares of Combined Company Common Stock pursuant to the Merger Agreement (anticipated up to 350,000,000 shares upon consummation).

   More detail

   This management proposal asks shareholders to authorize the issuance of Combined Company common stock that will be issued in connection with the Merger Agreement and necessary to satisfy Nasdaq listing rules and the negotiated consideration terms. Management frames the request as procedural and required for listing compliance; without this approval the Merger cannot close under the cross‑conditioned structure. The filing indicates FGMC expects to issue up to 350 million shares at Closing, which would materially dilute current FGMC public holders and reduce their percentage voting power and economic interest in the Combined Company. The board recommends FOR to enable the transaction and potential access to public markets, but stockholders should evaluate the magnitude of dilution, the allocation of issued shares (to founders, sponsors and PIPE or other financing counterparties), and the impact on future capital raising flexibility. Approval is conditioned on other closing items; if any Condition Precedent Proposal fails, the Stock Issuance Proposal has no practical effect. The board’s recommendation must be considered in light of disclosed conflicts and Sponsor interests in the deal closing, which could incentivize completion despite dilution to public holders.

8. 6

   FGMC Stockholder Proposal No. 6 — The Incentive Plan Proposal

   ManagementBoard: FOR

   Approve the 2026 Omnibus Incentive Plan, which will become effective upon the closing of the Business Combination and will authorize awards to employees, non‑employee directors and consultants of the Combined Company.

   More detail

   The proposal requests shareholder approval of a newly adopted 2026 Omnibus Incentive Plan that would permit the Combined Company to grant stock‑based and cash awards to employees, officers, non‑employee directors and consultants upon closing. Management argues the plan promotes alignment between service providers and stockholders and is necessary to recruit and retain personnel post‑Closing; the board recommends FOR. If approved, the plan will be registered via Form S‑8 and administered by the Combined Company board or a designated committee with broad discretion on award types, recipients and amounts. The filing discloses no awards have been granted as of the date of the statement and the aggregate potential future awards and allocations to executives are not yet determinable, which can create uncertainty about dilution and executive compensation levels. The Incentive Plan is conditioned on the approval of the Condition Precedent Proposals and will only become effective if the Business Combination closes; stockholders should assess potential dilution, vesting schedules, change‑in‑control protections and recoupment/forfeiture features described in the full plan (Annex D). While the board emphasizes alignment and retention benefits, stockholders should weigh those benefits against dilution and governance considerations and monitor future award practices for potential outsized executive pay.

9. 7

   FGMC Stockholder Proposal No. 7 — The FGMC Adjournment Proposal

   ManagementBoard: FOR

   Authorize FGMC’s board to adjourn the FGMC Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if there are insufficient votes to approve one or more proposals at the Special Meeting.

   More detail

   This management proposal asks shareholders to grant FGMC’s board the ability to adjourn the Special Meeting to permit further solicitation of proxies and additional time to secure approvals for one or more proposals if votes are insufficient at the time of the meeting. The adjournment authority is common in SPAC and merger contexts and is designed to allow time for additional outreach, potential private purchases of public shares, or other arrangements that may increase the probability that Condition Precedent Proposals and the Business Combination will be approved prior to the Agreement End Date. Management notes that the Adjournment Proposal is not conditioned on other proposals and that abstentions and broker non‑votes have no effect on this adjournment vote so long as quorum is met. The board recommends FOR because without the ability to adjourn, a failure to obtain necessary votes at the Special Meeting would terminate the transaction timetable and could preclude consummation; however, stockholders should be aware that the Sponsor and related parties may take steps (including purchases or agreements) to influence vote outcomes during any adjournment period, and that adjournment may enable further dilution or other transaction amendments.

Upcoming shareholder meetings at Boxabl Inc’s closest sector peers — compare boards, ballots, and ownership across the cohort.

When is the Boxabl Inc 2026 special meeting?

Boxabl Inc (BXBL) holds its 2026 special shareholder meeting on Tuesday, June 9, 2026.

What is the record date for the Boxabl Inc 2026 meeting?

The record date for the Boxabl Inc 2026 meeting is Friday, May 1, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Boxabl Inc's 2026 meeting?

The board is presenting 5 director nominees at the Boxabl Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Boxabl Inc 2026 meeting?

Shareholders will vote on 9 proposals at the Boxabl Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.