Reservoir Media Inc

1. 1

   Election of the Class II Directors named in this proxy statement

   ManagementBoard: FOR

   Elect three Class II directors (Todd C. Harvey, Jennifer G. Koss and Adam Rothstein) to serve three-year terms until the 2029 annual meeting.

2. 2

   Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2027

   ManagementBoard: FOR

   Ratify the Audit Committee’s selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2027.

3. 3

   Advisory Vote on Executive Compensation (Say-on-Pay

   ManagementBoard: FOR

   Non-binding, advisory vote to approve the compensation paid to the Company’s named executive officers as disclosed pursuant to Item 402 of Regulation S-K, including compensation tables and narrative discussion.

   More detail

   This non-binding management proposal asks stockholders to approve the Company’s executive compensation disclosure (the ‘‘say-on-pay’’ vote), including base salaries, performance-based cash bonuses tied to revenue and adjusted EBITDA, and equity-based awards (restricted stock units). Management seeks this advisory approval to confirm stockholder support for its compensation philosophy and to signal alignment of executive incentives with business objectives and long-term stockholder value. The vote is advisory only; however, the Board and the Compensation Committee state they will carefully review and consider the outcome when setting future compensation. The proxy statement explains material elements of pay for the named executive officers, including recent employment agreements that increased target annual cash bonuses and annual equity awards for the CEO, President/COO and CFO, and discloses severance arrangements and clawback policy. The Board’s recommendation to vote for the proposal rests on its assessment that the compensation mix provides a reasonable balance between fixed pay and performance-linked incentives and reflects market practices for comparable roles. The Company highlights that equity awards form a substantial portion of realized compensation, intended to align management and stockholder interests, and that compensation decisions are informed by Committee review and corporate governance processes. Because the vote is non-binding, the Board retains discretion but commits to taking stockholder feedback into account and to conducting the next say-on-pay vote in accordance with the frequency selected in Proposal Four (if approved as one year, the next advisory vote would be in 2027).

4. 4

   Advisory Vote on the Frequency of Future Advisory Stockholder Votes to Approve Executive Compensation

   ManagementBoard: FOR

   Non-binding, advisory vote to indicate whether the say-on-pay advisory vote should be held every one, two, or three years (Board recommends one year).

   More detail

   This management proposal asks stockholders, on a non-binding basis, to indicate their preference for the frequency (one, two or three years) of future advisory say-on-pay votes. The Board recommends the one-year option, arguing that annual advisory votes provide the most timely and regular feedback from stockholders and allow the Compensation Committee to consider shareholder sentiment when making year-to-year compensation decisions. The company notes the advisory nature of the vote — the Board may choose a different frequency if it believes that serves stockholder interests — but commits to carefully considering the outcome. Context for this proposal includes recent amendments to executive employment agreements and ongoing reliance on equity awards and performance metrics; more frequent feedback could help calibrate incentive design. The proxy materials explain that if no option receives a majority, the plurality (most votes) will be treated as the stockholders’ recommendation, and the Board will take significant votes into account even if not a majority. The Board’s recommendation reflects a governance judgment balancing the administrative burden of frequent votes against the benefits of regular stockholder engagement; the Company indicates it will implement the preferred option that receives the most affirmative votes, and will consider significant minority preferences in its deliberations.

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When is the Reservoir Media Inc 2026 annual meeting?

Reservoir Media Inc (RSVR) holds its 2026 annual shareholder meeting on Thursday, August 6, 2026.

What is the record date for the Reservoir Media Inc 2026 meeting?

The record date for the Reservoir Media Inc 2026 meeting is Friday, June 12, 2026. Shareholders of record on or before that date are eligible to vote.

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

The board is presenting 3 director nominees at the Reservoir Media Inc 2026 meeting, listed with their independence status and background.

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

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