Emerson Radio Corp

This proposal is a procedural request that authorizes the meeting to consider any additional matters that may properly arise at the Annual Meeting or at any adjournments. Management seeks this authorization to permit the designated proxies to exercise discretion and vote on unexpected or late-arising proposals without the need for additional solicitation, thereby ensuring the meeting can address business that was not specifically described in the proxy materials. The request is not a substantive approval of any particular transaction or policy; rather, it preserves the Board’s and management’s flexibility to respond to procedural or emergent matters during the meeting. In the context of Emerson Radio Corp., where a controlling stockholder group holds a large majority of shares, the practical risk of an unforeseen proposal passing against management is low, but the provision remains important for efficient corporate governance. The proxy statement and card make clear that proxies will vote in accordance with the Board’s recommendations if no contrary instructions are given, and that the proxies have discretionary authority on matters not described in the proxy statement. Shareholders should note that broker non-votes can occur on non-routine matters if brokers do not receive voting instructions from beneficial owners, which underscores the importance of instructing brokers when shareholders want to influence non-routine outcomes. The Board recommends a vote FOR to permit orderly conduct of the meeting and to allow proxy holders to exercise judgment on any properly presented business. While routine, this authorization gives meaningful procedural power to proxies and thus shareholders who prefer to restrict proxy discretion should give explicit instructions on their proxy card or attend and vote in person.