Soluna Holdings Inc

1. 1

   Election of Three Class III Directors

   ManagementBoard: FOR

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

2. 2

   Amendment to Increase Authorized Common Stock

   ManagementBoard: FOR

   Amend the Articles of Incorporation to increase authorized common stock from 375,000,000 shares to 1,000,000,000 shares, without changing the 10,000,000 authorized preferred shares.

   More detail

   The proposal asks stockholders to amend the Articles of Incorporation to increase authorized common stock from 375 million shares to 1 billion shares. The number of authorized preferred shares would remain 10 million. Management says the Company has limited authorized and unissued common stock remaining relative to its financing and operating needs. The additional authorization would support potential capital raises, including financings under the SEPA and ATM agreement, as well as project construction and development. It could also facilitate strategic transactions, business relationships, exchanges, equity incentives, and other general corporate purposes. No specific issuance plan, allocation, or commitment has been established, although management says future financing needs make additional issuance foreseeable. The amendment would not immediately change existing stockholder rights, but future issuances could dilute earnings per share, book value, and voting power. The filing also acknowledges that issuing authorized shares could be used defensively in a takeover context, though the Company reports no current anti-takeover plan or agreement. The Board unanimously recommends approval because it views the flexibility as prudent and necessary for future financing and corporate opportunities.

3. 3

   Advisory Vote on Executive Compensation

   ManagementBoard: FOR

   Approve, on a non-binding advisory basis, the compensation paid to the Company’s named executive officers as disclosed in the proxy statement.

   More detail

   The proposal requests a non-binding stockholder vote approving the compensation paid to the Company’s named executive officers. It covers the overall compensation program and disclosures rather than any single compensation element. Management describes the program as combining fixed and performance-based compensation, including long-term equity incentives. The stated objectives are to attract, motivate, and retain executives while aligning their incentives with stockholder interests. The Company also says the program rewards past performance and encourages achievement of near-term and long-term strategic goals. The proxy provides extensive compensation context, including substantial 2025 equity awards and pay-versus-performance data. The advisory vote will not legally bind the Company, the Compensation Committee, or the Board. Nevertheless, the Board and Compensation Committee state that they will review and consider the voting outcome in future compensation decisions. The Board recommends voting FOR because it believes the program’s design and awards fulfill the Company’s retention, motivation, alignment, and performance objectives.

4. 4

   Ratification of Appointment of KPMG LLP

   ManagementBoard: FOR

   Ratify the Audit Committee’s appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.

5. 5

   Approval of Potential SEPA Issuance Under Nasdaq Listing Rule 5635(d

   ManagementBoard: FOR

   Approve potential issuance of 20% or more of the Company’s outstanding common stock to YA II PN, Ltd. under the $250 million Standby Equity Purchase Agreement, including issuance above the Nasdaq Exchange Cap and potentially below Nasdaq’s Minimum Price.

   More detail

   The proposal seeks approval for the Company to issue more than 20% of its pre-transaction outstanding common stock under the Standby Equity Purchase Agreement with YA II PN, Ltd. The SEPA gives the Company discretion to sell up to $250 million of common stock over a potential 36-month term, subject to conditions and contractual limitations. Without approval, the Company would generally be limited by the 19.99% Nasdaq Exchange Cap unless the applicable pricing condition is satisfied. The requested approval also covers potential issuances below Nasdaq’s Minimum Price, which is the lower of specified closing-price benchmarks. The Company says the financing would provide additional liquidity for operations, working capital, and project development. Shares may be sold through advances priced at 96% or 97% of specified VWAP measures, creating a potential discount to market prices. The SEPA has already been executed and closed, so the vote concerns the ability to utilize the financing beyond the Exchange Cap rather than authorization to enter into the agreement. Failure to approve would restrict the Company’s ability to realize the full benefit of the financing transaction. The Board recommends voting FOR because approval would preserve financing flexibility and permit access to the full SEPA commitment while satisfying Nasdaq requirements.

6. 6

   Adjournment of the Annual Meeting

   ManagementBoard: FOR

   Approve adjournment of the Annual Meeting if votes present or represented and voting for any proposal are insufficient to approve that proposal, allowing solicitation of additional proxies.

   More detail

   The proposal asks stockholders to authorize adjournment of the Annual Meeting if any other proposal lacks sufficient affirmative votes. An adjournment would give the Company additional time to solicit proxies supporting the deficient proposal. The authorization would apply when shares present or represented and voting FOR are insufficient for approval. Proxies authorizing adjournment would also authorize successive adjournments to the extent needed for additional solicitation. If an adjournment lasts more than 60 days, the Board would establish a new record date and provide notice of the new meeting. The proposal is procedural and does not itself approve the authorized-stock, compensation, auditor, or SEPA proposals. Its practical effect is to preserve management’s ability to continue soliciting votes rather than accept an immediate failure on another matter. The Board recommends FOR because additional solicitation could help achieve approval of proposals it considers in the Company’s and stockholders’ interests. Approval requires a majority of votes cast, with abstentions and broker non-votes not affecting the result.

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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.