Chronoscale Holdings Corp

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect Wes Cummins, Ying Cenly Chen, Richard Nottenburg, Ella Benson, Douglas Miller, William M. Clancy, Scott G. Davis, and Andrew Schaap to serve until the next annual meeting.

2. 2

   Ratification of CBIZ CPAs P.C. as Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the Audit Committee’s appointment of CBIZ CPAs P.C. as the Company’s independent registered public accounting firm for the fiscal year ending May 31, 2027.

3. 3

   Advisory Vote on Executive Compensation

   ManagementBoard: FOR

   Approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers as disclosed in the proxy statement.

   More detail

   Proposal 3 asks stockholders to approve, on a non-binding advisory basis, the compensation paid to ChronoScale Holdings Corporation’s named executive officers. The resolution covers the compensation tables and accompanying narrative disclosures in the proxy statement. The vote is required under the Dodd-Frank Wall Street Reform and Consumer Protection Act and follows the Company’s prior annual say-on-pay frequency determination. Management argues that its compensation policies are designed to align executives with stockholders by linking a significant portion of compensation to Company performance. The program is also intended to provide competitive compensation necessary to recruit, retain, and motivate executives important to the Company’s long-term success. The disclosure covers a period affected by a Business Combination, a change in fiscal year-end, executive leadership transitions, and the appointment of Ying Cenly Chen as CEO. It also includes substantial equity and severance-related arrangements for current and former executives, making the vote relevant to the Company’s post-transaction compensation structure. Although advisory and non-binding, the Board and Compensation Committee state that they will review and consider the vote outcome in setting future compensation. The Board recommends voting FOR the resolution because it believes the disclosed arrangements appropriately support performance alignment and executive retention.

4. 4

   Ratification of Certain Restricted Stock Awards Granted to Non-Employee Directors Under the 2026 Plan

   ManagementBoard: FOR

   Ratify restricted stock awards of 200,000 shares each granted to six non-employee directors under the 2026 Plan, totaling 1,200,000 shares.

   More detail

   Proposal 4 asks stockholders to ratify restricted stock awards previously granted to six non-employee directors under the Company’s 2026 Plan. Each director received an award covering 200,000 shares, for an aggregate of 1,200,000 shares. Five awards were granted on May 14, 2026, and Andrew Schaap’s award was granted on June 29, 2026, after his appointment to the Board. The awards vest 50% on the first anniversary and 50% on the second anniversary of the applicable grant date, subject to continued service and specified acceleration provisions. The Board states that equity-based director compensation aligns directors’ interests with stockholders and encourages long-term contribution. The awards were approved by disinterested directors after a Plan Amendment expanded the applicable initial-year award limit for newly elected outside directors. The Company is seeking ratification because the recipients are directors with direct financial interests in the awards and Nevada law provides protections when material facts are disclosed and stockholders ratify the transaction in good faith. Ratification is not a condition to the awards, so rejection would not rescind or otherwise affect them under their existing terms. Approval would ratify only the six Director Awards, not the 2026 Plan, the Plan Amendment, or other awards. The Board recommends voting FOR ratification because it views the awards as aligned with stockholder interests and believes the ratification addresses the directors’ disclosed financial interests.

5. 5

   Approval of Adjournment of the Annual Meeting

   ManagementBoard: FOR

   Approve adjournment of the Annual Meeting to a later date or dates if necessary or appropriate to obtain additional proxies or votes for one or more proposals.

   More detail

   Proposal 5 asks stockholders to authorize the Company to adjourn the Annual Meeting if the votes present or represented by proxy are insufficient to approve one or more other proposals. The purpose is to provide additional time for management to solicit proxies and secure the votes needed for approval. The authority applies when further solicitation is necessary or appropriate in connection with the proposals on the meeting agenda. The proposal permits successive adjournments to the extent necessary to obtain additional proxies. If an adjournment lasts more than 30 days, the Company must provide notice of the adjourned meeting to each stockholder of record entitled to vote. Management is seeking this procedural authority as a contingency rather than as approval of any substantive transaction or compensation arrangement. The provision may be particularly relevant because several proposals, including the director election, say-on-pay vote, and director award ratification, may be treated as non-routine and could receive broker non-votes. Approval would give the proxy holders flexibility to continue the meeting process instead of allowing an initial shortfall in votes to terminate consideration of the proposals. The Board recommends voting FOR because it believes an adjournment may be necessary or appropriate to permit further solicitation and voting.

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When is the Chronoscale Holdings Corp 2026 annual meeting?

Chronoscale Holdings Corp (CHRN) holds its 2026 annual shareholder meeting on Friday, November 6, 2026.

What is the record date for the Chronoscale Holdings Corp 2026 meeting?

The record date for the Chronoscale Holdings Corp 2026 meeting is Thursday, September 10, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Chronoscale Holdings Corp's 2026 meeting?

The board is presenting 8 director nominees at the Chronoscale Holdings Corp 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Chronoscale Holdings Corp 2026 meeting?

Shareholders will vote on 5 proposals at the Chronoscale Holdings Corp 2026 meeting, each tagged with who proposed it and the board's recommendation.