Deep Fission Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect two Class I directors (Leslie Goldman Tepper and Blake E. Janover) to serve until the 2029 annual meeting.

2. 2

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the appointment of Grant Thornton LLP as Deep Fission’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

3. 3

   Approval of an Amendment to the 2025 Equity Incentive Plan

   ManagementBoard: FOR

   Approve an amendment to the 2025 Equity Incentive Plan to increase the number of authorized shares available for issuance thereunder by 5,000,000 shares.

   More detail

   This management proposal requests shareholder approval to amend the Company’s 2025 Equity Incentive Plan by increasing the share reserve by 5,000,000 shares (raising the total to 14,500,884 subject to adjustments). Management frames the request as necessary for a development-stage company that lacks commercial products and therefore relies heavily on equity incentives to attract and retain technical talent and key personnel as it advances reactor development and commercialization efforts. The filing discloses that, as of the proxy date, the plan had 9,500,884 shares reserved with only 1,315,936 available for grant and that there were materially large outstanding awards (6,656,661 options and 1,528,287 RSUs), indicating rapid consumption of the existing reserve. The Board and compensation committee considered dilution concerns and engaged an adviser (Compensia) in assessing future equity needs, but retained discretion through plan features (including an evergreen 5% annual refresh beginning January 1, 2027) to manage dilution over time. The 2025 Equity Plan incorporates several governance protections (no discounted options/SARs, clawback/recoupment provisions, limits on non-employee director compensation, no single‑trigger change‑in‑control acceleration, and the Company’s ability to adjust awards for capitalization events). Approval would preserve the Board’s flexibility to grant equity across employees, directors and consultants to support recruitment and retention; rejection would constrain the Company’s equity compensation capacity, potentially leading to greater reliance on cash compensation. The Board recommends a FOR vote, arguing the increase balances the need to secure talent versus potential dilution and that the compensation committee will continue to monitor equity usage; shareholders should weigh the dilution impact against the operational case given the company’s development-stage status and concentration of insider ownership.

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When is the Deep Fission Inc 2026 annual meeting?

Deep Fission Inc (FISN) holds its 2026 annual shareholder meeting on Friday, July 17, 2026.

What is the record date for the Deep Fission Inc 2026 meeting?

The record date for the Deep Fission Inc 2026 meeting is Monday, May 18, 2026. Shareholders of record on or before that date are eligible to vote.

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

The board is presenting 2 director nominees at the Deep Fission Inc 2026 meeting, listed with their independence status and background.

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

Shareholders will vote on 3 proposals at the Deep Fission Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.