Liveone Inc

This management proposal asks stockholders to approve the LiveOne, Inc. 2026 Equity Incentive Plan, which would reserve up to 4,000,000 shares for a range of equity awards (including non‑statutory and incentive stock options, restricted stock, restricted stock units, performance shares/units and stock appreciation rights). Management seeks shareholder approval to ensure the plan is effective and available to grant awards to employees, officers, directors, consultants and advisors; approval is required because the plan increases the number of shares reserved for issuance and governance best practices require stockholder consent for equity plan adoption. The board frames the plan as a core element of compensation strategy to align employees’ long‑term economic interests with stockholders, to attract and retain talent in competitive markets, and to incentivize performance while balancing cash and equity compensation. The filing highlights that the plan is materially identical to the expiring 2016 plan except for the share reserve, and notes projected burn rate and dilution analyses (the board projects a 15% burn rate over ten years and considered dilutive impact). Governance protections include prohibition on repricing without stockholder approval, administration by an independent compensation committee, limits on discounted options, and per‑person limits for tax‑qualified incentive stock options. If approved, the Compensation Committee will have discretion over awards, vesting and performance metrics, which creates flexibility but also places execution risk on the committee’s design choices and governance oversight; shareholders should monitor award practices, grant timing and disclosure of award recipients and burn rates going forward. The board recommends a FOR vote, citing alignment with stockholders, retention/attraction needs, and the view that the proposed share reserve is reasonable given projected usage and dilution considerations.

This management proposal requests shareholder authorization, if necessary, to adjourn the Annual Meeting to a later date and time so the Company can solicit additional proxies if there are insufficient votes to approve one or more proposals at the scheduled meeting. Functionally, it is a procedural mechanism that preserves the Board’s ability to continue outreach to stockholders and to obtain the votes required for approval of non‑routine matters; it also ensures the meeting can be delayed without having to reconvene a separate meeting. The Board recommends FOR this proposal as a pragmatic governance step: an adjournment permits additional solicitation efforts and gives management time to respond to stockholder concerns and broker non‑vote situations, thereby protecting shareholder value by enabling decisions to be made with broader shareholder participation. From a governance and shareholder rights perspective, investors should be aware that an adjournment can be used to extend solicitation timelines and may change the dynamics of a contested vote, although the Company notes that any adjournment will be used only if there are insufficient votes at the time of the meeting. The proposal typically requires a majority of votes present and entitled to vote; abstentions count as votes AGAINST for this item per the Company’s rules. While generally routine, this proposal gives the Board flexibility to ensure that approvals reflect a sufficient level of shareholder support and to reduce the administrative cost of holding additional separate meetings. Investors evaluating this proposal should consider historical voting turnout, the presence of broker non‑votes for non‑routine items, and the Company’s disclosures about its outreach plans and anticipated use of the adjournment authority. Overall, given its limited, procedural purpose and the Board’s commitment to using it only if necessary, the Board recommends a FOR vote.