Phunware Inc

1. 1

   Election of Directors

   Shareholder — Goldenwise Capital Group Limited, GoldenFuture Capital Investment Ltd., and Richard (Huakun) Ding

   Elect one director to serve a three-year term expiring at the 2029 Annual Meeting; the dissident group recommends Mona (Xuan) Zhang and withhold authority from company nominee Elliot Han.

2. 2

   Ratification of Independent Registered Public Accounting Firm

   Management

   Ratify the Audit Committee's selection of CBIZ CPAs P.C. as Phunware's independent registered public accounting firm for the fiscal year ending December 31, 2026.

3. 3

   Advisory Vote to Approve Named Executive Officer Compensation

   Management

   Approve, on a non-binding advisory basis, the compensation of Phunware's named executive officers.

   More detail

   Proposal 3 asks shareholders to provide a non-binding advisory assessment of Phunware's compensation program for its named executive officers. Because the vote is advisory, it would not directly require the company to alter compensation arrangements, but it could influence future compensation decisions and shareholder relations. Management is seeking the vote as part of the recurring say-on-pay process required for public companies. The filing does not reproduce the company's compensation discussion, the specific pay components, or the rationale offered by management for the requested approval. The dissident group uses the broader solicitation to criticize director and executive oversight, persistent operating losses, leadership turnover, and compensation alignment with shareholder outcomes. It specifically argues that the company's financial performance and cash consumption warrant stronger accountability and alignment, although it does not formally recommend a vote on this proposal. The filing states that the Goldenwise Group makes no recommendation on management proposals and that unmarked votes on Proposal 3 will be voted abstain on the GOLD card. The company's separate proxy materials would contain the detailed compensation disclosure and the board's recommendation, which are not included here.

4. 4

   Frequency of Future Advisory Votes on Named Executive Officer Compensation

   Management

   Choose whether future non-binding advisory votes on named executive officer compensation should occur every one, two, or three years.

   More detail

   Proposal 4 asks shareholders to select the interval for future advisory votes on named executive officer compensation: one year, two years, or three years. This is commonly known as the say-on-frequency vote and is advisory rather than binding on the company. Management is seeking shareholder input on how often investors should be given an opportunity to express views on executive pay. A one-year interval would provide the most frequent feedback, while a three-year interval would place more emphasis on longer-term compensation outcomes and reduce voting frequency. The filing does not reproduce the company's explanation for preferring any particular interval or identify the board's recommended frequency. The dissident group makes no recommendation on Proposal 4 and states that shareholders may vote on it using the GOLD universal proxy card. If shareholders provide no direction on the proposal, the named proxies will vote to abstain. The issue is relevant to the broader solicitation because Goldenwise challenges Phunware's governance, leadership stability, capital allocation, and alignment of board compensation with shareholder results. The company's separate proxy materials would provide the detailed management rationale and any formal board recommendation.

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When is the Phunware Inc 2026 annual meeting?

Phunware Inc (PHUN) holds its 2026 annual shareholder meeting on Thursday, December 17, 2026.

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

The record date for the Phunware Inc 2026 meeting is Monday, October 19, 2026. Shareholders of record on or before that date are eligible to vote.

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

The board is presenting 2 director nominees at the Phunware Inc 2026 meeting, listed with their independence status and background.

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

Shareholders will vote on 4 proposals at the Phunware Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.