Soluna Holdings Inc

1. 1

   To Elect Three Directors as Class III Directors to Serve Three-Year Terms Expiring at the Annual Meeting in 2029 and Until Their Successors Have Been Duly Elected and Qualified

   ManagementBoard: FOR

   Elect three director nominees (William Hazelip, Michael Toporek, and Daniel Golding) as Class III directors to serve three-year terms expiring at the 2029 annual meeting.

2. 2

   Approval of an Amendment to the Articles to Increase the Number of Shares of Common Stock Authorized for Issuance Thereunder from 375,000,000 Shares to 1,000,000,000 Shares

   ManagementBoard: FOR

   Approve an amendment to the Company’s Articles of Incorporation to increase authorized common shares from 375,000,000 to 1,000,000,000 to provide flexibility for future financings, strategic transactions, equity incentives, and other corporate purposes.

   More detail

   This management proposal seeks shareholder approval to amend the Articles of Incorporation to increase authorized common shares from 375 million to 1 billion. Management and the Board argue that additional authorized shares provide necessary flexibility to execute capital-raising transactions, strategic deals, equity incentive grants, and other corporate actions without the delay of seeking further shareholder approval. The context includes ongoing development projects and contemplated financings (including the SEPA and ATM Agreement) that may require issuances of common stock or convertible instruments; limited remaining authorized shares under current Articles constrains the Company’s ability to opportunistically access equity capital. The Board emphasizes that the additional shares would carry identical rights to current common shares but acknowledges dilution and anti-takeover concerns that could arise from future issuances. The Company discloses that no specific allocation of the newly authorized shares is currently committed, but that issuances would be made on terms the Board deems in shareholders’ interests. Under Nevada law and the Company’s governing documents, shareholder approval by a majority of votes cast is required to effect the amendment. The Board recommends a FOR vote, believing the benefits of operational and financing flexibility outweigh the potential dilutive effects, particularly given the Company’s near-term capital needs and strategic initiatives.

3. 3

   Advisory Vote on Executive Compensation (Say-on-Pay

   ManagementBoard: FOR

   Advisory (non-binding) vote to approve the compensation of the named executive officers as disclosed in the proxy statement.

   More detail

   This management proposal is an advisory, non-binding vote asking shareholders to approve the disclosed compensation of the Company’s named executive officers. Management frames its pay program as a mix of fixed and performance-based elements intended to align executives’ incentives with long-term shareholder value, attract and retain talent, and reward performance. The Compensation Committee cites objectives including alignment with stockholder interests, competitiveness, retention, and rewarding both company and individual performance; the proxy discloses substantial equity-based awards in recent years, reflecting a heavy reliance on long-term equity incentives. Although advisory, the vote serves as a governance signal: a strong 'for' would endorse the program, while a 'against' or weak support would likely prompt the Compensation Committee to review and potentially redesign pay practices. The Board recommends a 'FOR' vote and states it will consider the outcome in future compensation decisions, but the vote will not bind contract terms or award obligations. For analysts, the key controversies to monitor include the scale and timing of equity grants, realized versus target pay, and how incentive metrics map to the Company’s operational and financial performance, given recent large equity allocations to executives. The Company’s disclosure indicates significant equity awards to executives and directors in 2024–2025, which could raise concerns about dilution and pay-for-performance alignment depending on realized results. Post-vote actions by the Board and Compensation Committee, particularly any responsive changes to award design, goal-setting, or disclosure, will be material indicators of governance responsiveness to investor sentiment.

4. 4

   Ratify the Appointment of KPMG LLP as Our Independent Registered Public Accounting Firm for the Year Ending December 31, 2026

   ManagementBoard: FOR

   Ratify the Audit Committee’s appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year 2026.

5. 5

   Approval of, for Purposes of Complying with Nasdaq Listing Rule 5635(d), the Potential Issuance of 20% or More of the Company’s Issued and Outstanding Shares of Common Stock Pursuant to the SEPA

   ManagementBoard: FOR

   Approve, for Nasdaq compliance, the potential issuance of 20% or more of the Company’s outstanding common stock under the Standby Equity Purchase Agreement (SEPA) with YA II PN, Ltd., which grants the Company the right to sell up to $250 million of common stock to YA on specified terms.

   More detail

   This management proposal requests shareholder approval under Nasdaq Rule 5635(d) to allow the Company to issue in excess of the 19.99% exchange cap under the SEPA with YA II PN, Ltd., which grants the Company the right to sell up to $250 million of common stock to YA over a 36-month term. Management is seeking this approval to preserve access to a flexible, committed capital source without being constrained by the Exchange Cap; proceeds are intended for working capital and general corporate purposes tied to ongoing development projects. The SEPA pricing mechanics offer the Company two VWAP-based pricing options (96% or 97% of Market Price depending on the timing and option chosen), and the agreement includes ownership limits preventing YA from exceeding 4.99% beneficial ownership. The Board emphasizes Nasdaq compliance as the regulatory driver of the vote and notes that the SEPA is already executed; failure to obtain shareholder approval would limit issuances to the Exchange Cap and reduce the economic utility of the financing. Key considerations for analysts include the potential dilutive impact if large volumes are sold under the SEPA, the effective discount to market embedded in the pricing options, and the conditions precedent (including an effective registration statement) that must be satisfied before YA’s purchase obligations arise. The proposal is procedural in nature but materially affects the Company’s capital flexibility and dilution profile; the Board recommends a FOR vote citing liquidity and funding needs as the principal rationale.

6. 6

   Approval of the Adjournment of the Annual Meeting in the Event that the Number of Shares of Common Stock Present or Represented by Proxy at the Annual Meeting and Voting “FOR” the Approval of Any of the Foregoing Proposals Are Insufficient to Approve Such Proposal

   ManagementBoard: FOR

   Authorize the Company to adjourn the Annual Meeting to solicit additional proxies if there are insufficient votes to approve any of the proposals presented.

   More detail

   This management proposal seeks shareholder approval to permit the Company to adjourn the Annual Meeting to solicit additional proxies if any of the proposals lack sufficient 'FOR' votes to be approved. The mechanism is procedural and intended to give the Company flexibility to obtain the necessary votes without reconvening a new meeting immediately; if adjourned for over 60 days the Board will set a new record date and notify shareholders. Management intends to ask that only the adjournment matter be voted on at such a session, and proxies in favor will permit successive adjournments as needed. The Board recommends a FOR vote because adjournment rights reduce the risk of failing to obtain approval for matters deemed important to the Company’s operations or financing plan, while giving the Board time to communicate with shareholders and solicit additional support. From a governance perspective, adjournment votes can be benign administrative tools but could also be used to delay outcomes; analysts should therefore assess whether the Board’s use of adjournments would be for reasonable solicitation purposes or to entrench management. The proposal is standard and customary for contested or close-vote scenarios and is conditioned on the occurrence of insufficient votes; the Board’s recommendation reflects pragmatic governance to avoid disruption to planned financing and corporate actions.

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When is the Soluna Holdings Inc 2026 annual meeting?

Soluna Holdings Inc (SLNH) holds its 2026 annual shareholder meeting on Friday, October 16, 2026.

What is the record date for the Soluna Holdings Inc 2026 meeting?

The record date for the Soluna Holdings Inc 2026 meeting is Friday, August 21, 2026. Shareholders of record on or before that date are eligible to vote.

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

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

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

Shareholders will vote on 6 proposals at the Soluna Holdings Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.