Stardust Power Inc

This proposal requests shareholder approval under Nasdaq Listing Rule 5635 for the issuance of common stock issuable upon conversion of up to $15 million of senior secured convertible promissory notes and exercise of related warrants sold to Lind Global Asset Management XIII LLC under a December 23, 2025 Stock Purchase Agreement. Management seeks approval to comply with Nasdaq rules because the aggregate issuable securities may equal or exceed 20% of outstanding shares and because Nasdaq may treat certain issuances as potential change-of-control events; without approval, the Company may be limited in issuing conversion or warrant shares and could be forced to pay obligations in cash, impairing liquidity. Context includes an initial tranche closed for $4.8M principal and warrants for ~411,245 shares; conversion price and warrant exercise price initially $5.837 per share with customary adjustment features; potential dilution could be material (Company estimates up to ~2,700,000 conversion shares and up to 1,592,000 warrant shares assuming full issuance). The Board supports the financing as necessary to secure capital for corporate and project needs (Muskogee project) and believes seeking shareholder approval mitigates Nasdaq compliance risk and preserves the Company’s ability to draw further tranches. Key investor protections include conversion caps (4.99%/9.99% ownership thresholds), anti-dilution and customary adjustments, and the Company’s representations about use of proceeds; however, the financing remains dilutive and may pressure share price. Sophisticated investors should weigh the trade-off between near-term funding certainty and medium-term dilution and governance considerations concerning investor ownership limits and potential change-of-control treatment by Nasdaq.

This proposal asks shareholders to approve a Certificate of Incorporation amendment clarifying that directors may be removed with or without cause while preserving the currently required two-thirds supermajority vote. Management frames the change as removing a legacy provision that is inconsistent with the Board’s current declassified structure (directors now stand for annual election since April 2025) and as reducing legal uncertainty under Delaware law. The amendment does not change the supermajority threshold for removal, and the Board unanimously recommends FOR the change, arguing it modernizes charter language and aligns governance with current practice. The key governance trade-off is minimal in that the supermajority safeguard remains in place, but the amendment reduces ambiguity that could be cited in litigation or administrative challenges; investors should thus view it as housekeeping that clarifies shareholder and board rights rather than a substantive power shift. For activist or takeover scenarios, the unchanged supermajority requirement preserves a high barrier to removal; for routine governance it reduces vintage charter anomalies. The Board’s unanimous support and its rationale linking declassification to the amendment provide context that the proposal is management-led, not an expansion of board authority. Overall, the amendment is unlikely to materially change shareholder protections but reduces legal uncertainty and aligns the charter with current governance structure.

This management-sponsored proposal seeks shareholder approval to amend-and-restatement the Company’s 2024 Equity Incentive Plan to add 2,600,000 shares to the plan reserve and extend the plan term, reflecting the Board’s view that current capacity is insufficient to support awards through 2026. Management argues this is necessary to attract, retain and incentivize employees, consultants and directors, align pay with performance, and permit ongoing grant activity including off-cycle grants when needed; the Board adopted the A&R plan on April 8, 2026 and will file an S-8 if approved. Key plan features include an automatic annual increase equal to 5% of outstanding shares (through 2034), customary Award types (ISOs, NSOs, SARs, RSUs, PSUs, Restricted Shares), administrator discretion on grant and vesting terms, performance-goal mechanics for PSUs, non-employee director limits, and recapture/clawback provisions. Investors should weigh dilution impact (2,600,000 additional shares plus automatic increases) and potential governance impacts against the benefits of retention and alignment, noting current outstanding RSUs/PSUs and limited remaining capacity under the existing plan. The Board recommends FOR approval, viewing the increase as a necessary operational step to maintain compensation programs that support company growth.