Forum Markets Inc

This proposal asks stockholders to cast a non-binding, advisory vote to approve the compensation paid to the Company’s Named Executive Officers as disclosed in the proxy statement (the typical 'say-on-pay' vote). Management is seeking shareholder approval primarily as a matter of corporate governance and to obtain stockholder feedback on its executive compensation program, which it states is designed to motivate and retain leadership and align pay with long-term stockholder value. The vote is advisory and not binding on the Board or Compensation Committee, but the Board intends to consider the outcome when making future compensation decisions. Contextually, the Company underwent significant leadership and strategic changes in 2025 (including rebranding and major equity and warrant grants, sizeable option and RSU awards, and debt and strategic-advisor transactions) that materially affected executive pay disclosures; these developments may influence how stockholders evaluate the pay program. The Board emphasizes that incentive awards and equity grants are intended to align executive interests with long-term performance and retention during the Company’s shift toward digital asset treasury management and tokenization initiatives. Opponents or concerned investors might view large one-time equity grants, accelerated vesting actions, or settlement-related compensation as dilutive or not fully performance-based; management, however, frames such actions as necessary to stabilize leadership and execute strategic transitions. Given the advisory nature of the vote, the Company’s stated rationale focuses on alignment, retention, and responsiveness to stockholder feedback rather than immediate corrective measures. The Board’s recommendation to vote FOR is grounded in its view that the disclosed program is appropriate for the Company’s current stage, that compensation decisions were reviewed by the Compensation Committee, and that management will consider stockholder sentiment in future program design and adjustments.

This proposal requests that stockholders authorize the proxies to vote on any additional matters that may properly arise at the Annual Meeting or any adjournment thereof. Management seeks this authority as a procedural measure to ensure that if unexpected but properly presented business is raised at the meeting, the appointed proxies can cast votes on behalf of absent stockholders without requiring a subsequent special meeting or ad hoc solicitation. The Company states that it does not expect additional matters, but the inclusion of this proposal provides flexibility to address ministerial or emergent items that may be germane to stockholders. From a governance perspective, such catch-all proposals are standard and typically non-controversial; however, they can become material if substantive, unforeseen transactions or nominations are introduced at the meeting. The Board’s recommendation to vote FOR is premised on the proxies’ discretion being exercised in the stockholders’ best interests and consistent with the Board’s governance policies. Investors evaluating this proposal should note that broker discretionary voting is limited for non-routine matters, so the practical effect of this authorization depends on whether brokers or nominee holders have discretionary authority and whether a quorum is present. Given the Company’s explicit statement that it does not expect other business, the proposal functions largely as a procedural safeguard to facilitate orderly conduct of the meeting and to enable timely action if necessary.