Smith Micro Software Inc

This advisory proposal asks stockholders to approve, on a non-binding basis, the Company’s disclosed 2025 executive compensation (the aggregate pay program and disclosures for the named executive officers). Management is seeking this vote to obtain stockholder feedback and to fulfill SEC and corporate governance norms (the Board previously decided to conduct this advisory vote annually). The Compensation Committee states it values the result and will consider it when making future compensation decisions, but the vote does not compel changes nor affect prior awards. Contextually, the Company has recently suspended cash bonuses and substituted performance-conditioned equity grants for portions of incentive pay, reflecting cash preservation and alignment of pay with long-term equity value; this history is material to how investors might view the advisory question. A ‘‘for’’ vote signals support for the Compensation Committee’s program and approach; a ‘‘against’’ or ‘‘withhold’’ vote signals dissatisfaction that the Committee would likely need to address in future design choices. Although non-binding, the vote is an input into governance and can influence future target setting, performance metrics, and the mix of cash vs. equity. Given the Company’s recent use of equity in lieu of cash and adjustments to base salaries, the vote effectively becomes a referendum on those strategic pay trade-offs amid constrained liquidity. The Board recommends approval to maintain continuity of the Company’s compensation framework while preserving flexibility to respond to the advisory vote’s outcome.

Management asks shareholders to approve an amendment increasing the Equity Plan reserve by 3,000,000 shares and to eliminate the 1.2x ‘‘full-value’’ counting multiple (so full-value awards will count one-for-one). Management’s stated rationale is to preserve flexibility to grant equity awards to attract, retain and incentivize employees and to permit equity in lieu of cash as part of compensation. Approving the amendment directly increases the potential dilution pool and reduces the rate at which full-value awards consume that pool, effectively expanding the Company’s capacity to grant restricted shares, RSUs and similar awards. From a governance and compensation-committee perspective, this change reduces administrative friction in granting retention and performance awards in a cash-constrained environment and aligns internal grant economics with the actual share use. Key contexts: the Company reports only ~1.57M shares remaining under the plan as of March 31, 2026, a relatively low headroom given historical and contemplated grants; the Company has recently substituted equity for cash bonuses, increasing demand for plan shares. The investor risk is increased potential dilution and larger overhang that could depress per‑share metrics; however the Board argues these trade-offs are necessary to preserve management’s ability to pay, motivate and retain talent without cash outlays. The plan includes anti‑repricing restrictions and typical governance safeguards; the Compensation Committee administers grants and cap limits for non-employee directors. The Board recommends approval as a business and talent‑management necessity while recognizing the dilution trade-offs investors should weigh when voting.

This proposal asks shareholders to approve, for Nasdaq purposes, the adjustments to certain Common Warrants issued in September 2025 that could result in issuing 20% or more of the Company’s outstanding common stock. The underlying warrants include a full‑ratchet anti‑dilution feature and reverse‑split protections that, if triggered by subsequent financings or a reverse split, could increase the number of shares issuable on exercise and lower the exercise price, potentially driving issuance above Nasdaq’s 19.9% threshold. Management is seeking approval to remove the prohibition on implementing those warrant adjustments so that the Company can preserve the agreed economics with those note purchasers and permit potential exercises (which could raise approximately $1.2 million at the adjusted exercise price disclosed). From a governance perspective, approval is necessary solely to comply with Nasdaq Listing Rule 5635(d) and is not an endorsement of immediate exercise; the Purchasers may or may not exercise the warrants. The primary investor consideration is dilution: if fully adjusted and exercised, existing shareholders could be materially diluted; the proxy explains the specific adjustment would increase aggregate warrants from 1,650,405 to 1,802,126 shares and lower the exercise price to $0.6708 in the described circumstance. Management frames the vote as important to preserve potential financing capacity and to maintain relationships with investors that provided bridge/near-term financing. If not approved, the Company agreed to call repeated stockholder meetings (every ~6 months) to seek approval, which may be costly and disruptive and may reduce investor willingness to participate in future financings. The Board recommends approval on the basis of compliance with Nasdaq rules and to preserve the Company’s financing flexibility, while stockholders must weigh the funding benefits versus dilution risk.

This proposal requests Nasdaq/stockholder approval for the November 5, 2025 private placement and associated warrants (including warrants sold to an affiliate of the Company’s then-CEO/Executive Chairman). Under Nasdaq rules 5635(c) and (d), issuances to insiders or issuances that may cause more than 19.9% dilution require shareholder approval; Nasdaq Proposal II seeks that approval so the November Warrants can become exercisable. Management frames the request as necessary to permit potential exercise proceeds (projected up to ~ $1.5M if exercised in full) and as part of maintaining investor relationships and liquidity options. Key governance concerns include the compensatory appearance of the issuance to an affiliate of an executive (raising potential conflicts of interest that the independent committee and audit committee reviewed) and the dilution that could follow exercise of 2,236,136 warrants at $0.6708 per share. The prospectus registration and SEC effectiveness for the resale registration mitigates resale-liquidity concerns, but shareholder approval addresses Nasdaq compliance and affiliated-party optics. If not approved, the Company must repeatedly call additional stockholder meetings until approval is obtained, potentially hindering near-term financing and signaling risk to other investors. The Board recommends approval, subject to stockholders weighing capital benefits and related-party considerations.

This proposal asks shareholders to authorize the Board to implement a reverse stock split at a ratio between 1-for-3 and 1-for-10, to be used at the Board’s discretion and within the calendar window specified. Management’s stated purpose is to raise the per‑share trading price to satisfy Nasdaq’s $1.00 minimum bid requirement (the Company is currently subject to a Nasdaq deficiency notice) and to broaden potential investor interest and capital‑raising options. The Board emphasizes flexibility — it will choose whether and when to effect the split and the precise ratio within the authorized range based on market conditions and expected outcomes. Approving the amendment gives the Board a tool that can make the stock more attractive to certain institutional investors and may reduce transaction-cost percentages for retail holders, but it does not guarantee the price will remain elevated or prevent future Nasdaq compliance issues. Important investor considerations include the possible creation of odd-lot holdings, potential decreases in liquidity, and the fact that reverse splits can trigger downward pressure if market perception is negative. Additionally, certain outstanding warrants contain reverse‑split adjustment protections that could result in materially increased dilution to common shareholders following the split, which the proxy explicitly discloses. The Board recommends approval as a remedial measure to preserve Nasdaq listing and to retain strategic flexibility, while stockholders should weigh the dilution and liquidity trade-offs.

This routine procedural proposal seeks authority to adjourn the Annual Meeting to solicit additional proxies if the Company lacks sufficient votes to approve one or more of the material proposals (notably Proposals 4–7). Management requests the flexibility to continue, postpone or adjourn the meeting in order to conduct further outreach and solicitation, including attempting to convert previously returned opposing proxies. The practical effect is to give the Board more time to obtain the shareholder approvals it deems necessary for its business plan, potentially changing outcomes through follow-up engagement. For investors, an approval of the adjournment does not change the merits of the underlying proposals; it only preserves the Company’s ability to seek approval rather than accept defeat at the initial meeting. The Board recommends approval because it provides a mechanism to complete the solicitation if votes are insufficient, but stockholders opposed to other substantive proposals should be aware this procedural motion can extend the process.