Neonc Technologies Holdings Inc

This proposal asks shareholders to approve a board-adopted amendment to the Company’s 2023 Equity Incentive Plan to increase the share reserve by 1,000,000 shares and to institute annual ‘‘run-rate’’ increases equal to 20% of outstanding common shares each January 1 from 2027 through 2033. Management is pursuing shareholder approval because the existing reserve (approximately 249,507 shares available as of June 11, 2026) is described as insufficient to support planned hiring, retention and incentive programs; approval would give the Compensation Committee discretion to grant options, restricted stock and other equity awards to employees, directors and consultants. The proposal raises governance considerations typical of large share pools and formulaic annual increases: while it provides predictable capacity to grant awards and reduces the need for frequent shareholder votes, it can increase dilution materially over time if the automatic increases are not tempered by strong grant practices and careful burn-rate monitoring. The Plan as amended would permit awards to employees and non-employee directors and allow the Committee broad authority to set award terms, including the ability to grant performance- and time-based restricted stock and stock options, and to adjust awards for corporate events. Management frames the amendment as necessary to align employee and director incentives with stockholder value and to remain competitive in talent markets; the board recommends a vote FOR on that basis. Key risks for investors include potential long-term dilution, the impact on EPS and voting power if the run-rate increases compound annually, and the governance need for robust disclosure and limits on repricing and recycling of shares. Investors should evaluate historical burn rates, grant practices, and whether the Compensation Committee has clear metrics and caps to manage dilution; absent such controls, the automatic 20% increases could be value-destructive for existing holders. The shareholder vote is routine for equity plan increases but the magnitude and formulaic nature of the increases warrant focused investor scrutiny and, if approved, ongoing engagement on grant pacing and transparency.

This proposal seeks shareholder authorization to allow the meeting to be adjourned or postponed to a later date or dates to permit additional solicitation of proxies or to establish a quorum if there are insufficient votes to approve one or more proposals. Management requests this authority as a contingency mechanism to ensure that the Company has the opportunity to obtain sufficient votes to approve significant items such as the equity plan amendment; the Board frames it as a standard procedural power intended to protect stockholder value by avoiding rushed or inconclusive votes. The practical effect, if approved, is that the Board or the proxy holders could pause the meeting and continue solicitation, potentially re-soliciting holders who previously voted against a measure; this raises governance trade-offs because it can be used constructively to attract broader support or, if misused, to delay a final vote while mounting targeted outreach. The proposal is time-limited and typically used only when a quorum is lacking or a close vote on a material proposal exists; it does not change the underlying matters to be voted upon but expands the Board’s tactical flexibility. Investors should weigh the legitimate need to establish a quorum and seek broader participation against the possibility that management could use adjournments strategically to seek a more favorable outcome. The Board recommends a vote FOR as a routine contingency; institutional investors sometimes view such proposals as neutral but monitor subsequent use for signs of overreach. If approved, disclosure about any adjournment and subsequent solicitation efforts should be monitored to ensure transparency around the Board’s actions and communications with stockholders.