Corvex Inc

1. 1

   Director Election Proposal

   ManagementBoard: FOR

   Election of two Class II directors for three-year terms and one Class III director for a one-year term, as nominated by the Board.

2. 2

   Conversion Proposal

   ManagementBoard: FOR

   Approval, for Nasdaq compliance, of the issuance of more than 20% of outstanding common stock in connection with conversion of Series C and Series D preferred stock issued in the Merger.

   More detail

   This management proposal asks shareholders to approve conversion of the Series C and Series D preferred shares issued as Merger consideration into common stock, a step the board asserts is required to comply with Nasdaq Listing Rule 5635. The conversion would result in the issuance of a material number of shares (up to roughly 53.8 million on an as-converted basis including the Preferred Exchange) and is aggregated with other issuances under Nasdaq rules, which is why shareholder approval is required post-close even though the Merger has already closed. Management frames this as a regulatory and listing-compliance action necessary to clear the cap table and enable the company to register and freely trade converted shares. The board also notes mechanics like cash in lieu for fractional shares, beneficial ownership conversion limits (e.g., 4.99% default cap on Series D conversions subject to holder opt-up), and that the Series C/D instruments currently carry no voting rights. If approved, conversion will dilute existing common holders substantially and increase shares available for resale; if not approved, preferred shares will remain outstanding, potentially causing operational and listing complications and requiring further shareholder votes. The proposal is materially tied to the Merger consideration structure and to Nasdaq’s aggregation rules: the board’s recommendation rests on facilitating compliance, completing the contemplated post-Merger capitalization, and minimizing further delay or regulatory risk. The Board considered conflicts of interest (directors and certain stockholders entered into support and lock-up agreements and some directors/officers benefited from transactions) and disclosed those interests. Investors should weigh the near-term dilution and governance implications against the benefits of completing the conversion for Nasdaq compliance and reducing structural impediments to liquidity and corporate actions.

3. 3

   Option Proposal

   ManagementBoard: FOR

   Approval, for Nasdaq compliance, of issuance of more than 20% of outstanding common stock in connection with vesting of assumed RSUs and exercise of assumed options issued and outstanding prior to the Merger.

   More detail

   The Option Proposal requests shareholder approval to permit the issuance of common stock underlying RSUs and options that the company assumed in connection with the Merger; aggregated with other issuances this results in issuance in excess of Nasdaq’s 20% threshold. Management’s stated rationale is technical compliance with Nasdaq Listing Rule 5635(a) and 5635(b) so that the assumed awards can be issued and outstanding employees and option holders can exercise and receive shares. The proposal is consequential for compensation and retention: without approval, the company may be unable to deliver shares for assumed awards, potentially undermining employee incentives and creating legal or contractual disputes. From a corporate governance perspective, the board has disclosed related-party voting commitments and lock-ups entered into by directors, officers, and certain stockholders to support the Merger and related approvals; these align incentives but may raise conflict considerations in the vote. Financially, the issuance would cause significant dilution — the filing quantifies combined pro forma shares outstanding assuming conversions and exercises — and will increase the float of shares eligible for trading and resale, affecting market liquidity and dilution metrics. The board recommends approval to complete the post-Merger equity structure and ensure continuity of the assumed equity compensation program, arguing that this facilitates operational integration and compliance with listing standards.

4. 4

   Auditor Ratification Proposal

   ManagementBoard: FOR

   Ratification of Audit Committee’s appointment of BDO USA, P.C. as the Company’s independent registered public accounting firm for fiscal year ending December 31, 2026.

5. 5

   2026 Plan Proposal

   ManagementBoard: FOR

   Approval of the Corvex, Inc. 2026 Equity Incentive Plan and the awards described in the New Plan Benefits table, the issuance of which are subject to the approval of the 2026 Plan.

   More detail

   This proposal asks shareholders to approve a new equity incentive plan that would govern share-based awards for employees, consultants and directors going forward; management frames the plan as a critical tool to attract, retain and motivate talent and to align employee interests with long-term stockholder value. The board adopted the 2026 Plan contemporaneous with the Merger and seeks shareholder approval in part to satisfy Nasdaq listing requirements and to permit the grant of incentive stock options under U.S. tax rules. If approved, the plan will create an available share pool (with described annual refresh mechanics) and empower the Compensation Committee to grant options, RSUs, restricted stock, performance awards and other equity instruments subject to plan limits and terms. Management notes that without approval it will be constrained to rely more on cash compensation, which could increase cash burn and reduce operational flexibility; shareholders must weigh this operational benefit against dilution. The filing discloses potential related-party considerations (e.g., directors/officers and affiliates owning significant stakes and having entered support agreements) that the board considered. The Compensation Committee will administer the plan with discretion over awards’ terms, vesting, and performance metrics; this concentration of authority underscores the importance of governance oversight and clear disclosure of award practices. The board recommends approval to maintain competitive compensation practices, comply with listing and tax rules and facilitate integration of personnel post-Merger.

6. 6

   ESPP Proposal

   ManagementBoard: FOR

   Approval of the Corvex, Inc. 2026 Employee Stock Purchase Plan (ESPP).

   More detail

   The ESPP Proposal requests shareholder approval to adopt an employee stock purchase plan intended to permit employees to acquire common stock through payroll deductions at a discount and, in certain offerings, to qualify for favorable U.S. federal tax treatment under Section 423. Management argues the ESPP enhances retention and recruitment and aligns employee interests with stockholders while enabling tax-advantaged purchases for participants; the plan initially reserves 900,000 shares with annual automatic increases subject to caps. From a governance standpoint, the plan is administered by the board or a designated committee, and it carries dilutive impact which shareholders should evaluate relative to compensation and retention benefits. The filing provides detail on holding-period rules for tax-qualified purchases and describes effects of disqualifying dispositions; shareholders should weigh potential dilution and accounting/tax implications against the program’s role in employee engagement. The board unanimously recommends a FOR vote, citing competitive compensation practices and alignment with long-term value creation.

7. 7

   Adjournment Proposal

   ManagementBoard: FOR

   Approval to adjourn the Annual Meeting to a later date or dates, including to solicit additional proxies if there are insufficient votes to approve specified proposals or to establish a quorum.

   More detail

   The Adjournment Proposal is a management request to permit the chairman to adjourn the Annual Meeting to allow the company to solicit additional proxies if there are insufficient votes or if a quorum is lacking, notably targeted at increasing support for the Conversion and Option Proposals tied to the Merger. Management frames this as a procedural governance tool to ensure votes necessary for Nasdaq compliance and closing steps can be obtained without forced resolution at the scheduled meeting time. The proposal carries strategic implications: approval enables management to continue outreach and potentially reverse unfavorable or insufficient votes by postponing final determinations, which may be advantageous for completing the post-Merger corporate restructuring but could be viewed by some investors as delaying shareholder decision-making. The board unanimously recommends FOR, emphasizing the practical need to secure required approvals and quorum; however, shareholders should consider whether granting adjournment authority could be used to unduly influence outcomes or dilute the immediacy of a shareholder vote. The recommendation is tied to the broader Merger-related slate of proposals and the support agreements and lock-ups entered by insiders; investors should consider the cumulative governance and fairness context when evaluating this procedural grant of authority.

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

When is the Corvex Inc 2026 annual meeting?

Corvex Inc (MOVE) holds its 2026 annual shareholder meeting on Friday, June 26, 2026.

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

The record date for the Corvex Inc 2026 meeting is Tuesday, April 28, 2026. Shareholders of record on or before that date are eligible to vote.

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

The board is presenting 6 director nominees at the Corvex Inc 2026 meeting, listed with their independence status and background.

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

Shareholders will vote on 7 proposals at the Corvex Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.