Peraso Inc

This management proposal requests shareholder approval to amend the Amended and Restated 2019 Stock Incentive Plan by increasing the reserve by 1,500,000 shares. Management seeks approval to ensure adequate share availability for future equity grants—principally stock options—to recruit, retain and motivate employees, consultants and non-employee directors, particularly after a period in which restricted stock unit awards granted earlier lost perceived value due to a declining share price. The company emphasizes that prior increases were necessary and that available shares under the plan are low relative to outstanding awards; management projects the requested increase will supply awards for roughly the next two years. The request is framed in the context of liquidity pressures and expected future capital raises that may materially dilute existing holders; management argues that granting plan shares now is prudent and that stock-settled awards better align employee incentives with shareholders and avoid increased cash burn from cash-settled awards. The board recommends a vote FOR, citing its view that the increase is necessary to remain competitive in hiring and retention and to support long-term value creation. Key governance considerations include potential dilution (the company quantifies the share usage and fully diluted impact) and the company's prior history of multiple plan increases; the Compensation Committee retains discretion over future grants, which may create execution risk for shareholders. If approved, the amendment preserves flexibility to grant various award types and contains standard plan protections (e.g., no repricing without stockholder approval). Investors should weigh the company's near-term retention needs and operational cash constraints against the dilution and potential future requests for additional shares as headcount and financing needs evolve.

This is a non-binding advisory proposal asking shareholders to approve the compensation paid to the company's named executive officers as disclosed in the proxy. Management frames its program as designed to attract, retain and motivate executives through a mix of base salary, annual incentives and long-term equity awards, with an emphasis on multi-year equity vesting to align interests with shareholders. The Compensation Committee reviews pay annually and will consider shareholder feedback from this advisory vote; prior advisory votes supported a three-year frequency and showed strong shareholder support. From a governance perspective, the advisory vote provides stockholders with a mechanism to signal approval or disapproval but does not compel changes; however, management has committed to consider results and adjust policies if significant dissent emerges. Key issues for investors include the alignment of realized pay with company performance, the structure and quantum of equity awards (including recent option grants), and whether the program adequately addresses retention during a period of liquidity uncertainty. Given the company’s current financial condition and stated need to conserve cash, the reliance on equity (rather than cash) for long-term incentives is consistent with management’s stated objectives but increases dilution risk when new financing occurs. The board recommends a vote FOR, but shareholders should review the Compensation Discussion and Analysis to assess pay-for-performance alignment and the potential for future compensation expense in the event of continued grants or post-financing dilution. Because this vote is advisory, its main practical effect is reputational and informational; it can influence future Compensation Committee decisions and shareholder engagement.

This management proposal asks shareholders to approve the removal of the 19.99% Exchange Cap under Nasdaq rules so the company can issue shares in excess of the 20% threshold under a $25 million common stock purchase agreement with Roth Principal Investments. The Purchase Agreement grants the company unilateral discretion (subject to specified conditions like a $0.50 threshold price and beneficial ownership limits) to direct Roth to buy shares in Market Open, Intraday, Pre-Market and Post-Market purchases at VWAP-based prices with modest discounts, providing flexible, on-demand capital access. Management argues that Nasdaq stockholder approval is required to fully utilize the committed facility and that proceeds would support working capital and operational needs amid liquidity concerns. The proposal carries material dilution risk because the number of shares issued under the facility expands as the stock price falls; the proxy includes illustrative dilution scenarios at various assumed prices. From a governance perspective, investors should weigh the benefit of readily available financing at potentially lower cost and speed versus the dilution, adverse price pressure from share issuance, potential anti-takeover effects, and the fact that Roth is affiliated with a broker-dealer which creates FINRA-related procedures. The board recommends FOR, citing the need for flexible capital to support the business, but shareholders should consider whether alternative financing or structural protections (e.g., price floors, lower discounts, or limits on issuance) would better protect existing holders. Approval will also trigger related disclosures and obligations under the Purchase Agreement and Registration Rights Agreement, including commitment fees and legal expense reimbursements described in the proxy.

This management proposal asks shareholders to authorize the board to adjourn the Annual Meeting to solicit additional proxies if there is insufficient support for proposals or no quorum. Management argues this flexibility enables the company to secure adequate shareholder consideration and avoid failing to approve critical corporate actions due to timing or turnout, and the board believes it is in shareholders’ interest. Key governance considerations include the potential for management to use adjournments strategically to continue solicitation after facing opposition, which could delay shareholder decisions and reduce immediacy of accountability. The proposal is routine in many proxy contexts and typically passes; however, investors should be mindful of whether adjournments could be used to avoid immediate votes on contentious matters rather than to remedy genuine logistical issues. The board recommends a vote FOR, and the authority is constrained by standard quorum and bylaw provisions; shareholders retaining strong engagement can still influence outcomes through ongoing dialogue and voting in subsequent solicitation rounds.