Myseumai Inc

This management proposal requests shareholder approval to amend the Company’s Amended and Restated 2021 Omnibus Equity Incentive Plan to increase the authorized share reserve from 1,000,000 to 2,000,000 shares. Management and the Compensation Committee argue the increase is necessary to preserve the Company’s ability to grant equity awards used as a key element of compensation to attract, retain and motivate employees and directors, and to align their interests with those of long-term shareholders. The filing documents a history of prior increases and states the requested amount is expected to supply awards for approximately one year based on historical run rates and forecasts. The Board indicates it considered dilution, historical overhang, forecasted grants, competitive market practices and strategic growth plans in setting the increase. Shareholder approval is required because additional shares will be reserved under the plan and shareholder approval protects against repricing authority and certain other actions. Potential investor concerns include dilution and overhang: the Board acknowledges dilution and provides projected percentages and other metrics in the disclosure but leaves some numeric placeholders blank, which limits precise dilution assessment in this proxy. Governance considerations include the plan administrator’s ability to grant and reprice awards subject to shareholder approval for repricings, and the plan’s clawback and change-in-control provisions. In evaluating the proposal, sophisticated investors should weigh the near-term dilution against the operational necessity of equity incentives for a small-cap company competing for talent, the Company’s historical use of equity, and the Board’s stated controls and limits on the plan’s administration. The Board recommends FOR and frames the amendment as a tool to support execution of strategic goals and to align management and employee incentives with shareholder value creation.

This management proposal seeks authorization for the Board to implement a reverse stock split at a ratio between 1-for-2 and 1-for-25, exercisable any time before August 6, 2027. The Board’s stated motive is to increase the per-share trading price to address Nasdaq’s $1.00 minimum bid requirement and to avoid potential delisting, which management argues could materially harm liquidity and investor access. The proposal grants the Board discretion to select the final ratio and to decline to implement the split even if authorized, giving the Board significant post-approval flexibility to time and size the action in response to market conditions. The company warns that a reverse split may not achieve intended results; market perception, company fundamentals, or subsequent price declines could negate any price increase and reduce market capitalization and liquidity. From a governance perspective, the broad ratio range and unilateral board authority could raise takeover-defense concerns because the reverse split increases authorized but unissued shares and could, in some circumstances, facilitate future issuances without further shareholder action. For investors evaluating the trade-off, the key considerations are the immediacy of Nasdaq compliance risk and potential liquidity benefits versus dilution/market-cap impacts and the loss of shareholder control over the exact split ratio and timing. The Board recommends FOR, framing the split as a corrective tool to retain exchange listing and broaden investor participation, but also reserves the right not to implement it, which mitigates some risk of an ill-timed one-off split.