Not independent
Tenure on this board
4.5 yrs
3 nominees · 4 ballot items.
The shareholders will vote on the election of three Class I directors, ratification of CBIZ CPAs P.C. as independent auditor, approval of a 975,000-share increase to the 2023 Equity Incentive Plan, and approval of the Company’s redomestication from Delaware to Texas.
Elect Jaymes Winters, Karin-Joyce (KJ) Tjon, and Mark Schwartz as Class I directors for three-year terms expiring at the 2029 Annual Meeting of Stockholders.
Ratify the Audit Committee’s selection of CBIZ CPAs P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Approve an amendment increasing the number of Common Stock shares authorized for issuance under the 2023 Equity Incentive Plan by 975,000 shares, increasing the authorized reserve from 514,908 to 1,489,908 shares, subject to future evergreen increases.
Proposal 3 asks shareholders to approve an amendment to Solidion’s 2023 Equity Incentive Plan that would add 975,000 shares to the plan’s authorized share reserve. The increase would raise the total reserve from 514,908 shares to 1,489,908 shares, before any future evergreen increases. The Company says the current reserve is insufficient for its anticipated equity-compensation needs. Management cites competition for talent in the advanced battery technology sector and the need to offer equity incentives to attract and retain employees, consultants, and directors. As of June 30, 2026, 483,575 shares remained available for future issuance, but only 345,575 remained available after accounting for the maximum potential issuance under outstanding awards. The plan permits incentive and non-statutory stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards, and other stock awards. It also includes an evergreen mechanism that may increase the reserve annually by the lesser of 190,000 shares, 5% of outstanding common stock, or a lower amount set by the administrator. The proposal therefore creates potentially substantial future dilution while providing the Board flexibility to allocate awards across eligible participants. The Board unanimously recommends a vote FOR the amendment, reasoning that the additional capacity is in the Company’s and stockholders’ best interests.
Approve the conversion of Solidion from a Delaware corporation into a Texas corporation under the Plan of Conversion, with the Company continuing under the name Solidion Technology, Inc.
Proposal 4 asks shareholders to approve Solidion’s conversion from a Delaware corporation to a Texas corporation under the attached Plan of Conversion. The Company would continue under the same name, retain its headquarters and operations, and remain listed on Nasdaq under the ticker STI. Each outstanding share would automatically convert into one share of Texas common stock, with no exchange of certificates required. Management emphasizes that the conversion would align the Company’s legal domicile with its Dallas headquarters and Texas-centered management and operations. The Board also projects approximately $200,000 of annual Delaware franchise-tax savings and cites potentially lower filing, administrative, and litigation costs. Additional stated benefits include Texas’s statutory business-judgment rule, broader ability to consider social and environmental purposes, and a more code-based corporate-law framework. The proposal would materially change shareholder-rights architecture in several areas, including books-and-records inspection, derivative-suit eligibility, shareholder proposal thresholds, forum selection, jury-trial waivers, and certain voting standards. The proposed Texas Charter would impose a 3% ownership threshold for derivative proceedings and elect into Texas Business Organizations Code Section 21.373, which requires specified ownership, holding-period, and solicitation conditions for many shareholder proposals. The Board acknowledges transaction costs, possible litigation, uncertainty in Texas case law, and the possibility that anticipated benefits may not materialize, but concludes that the conversion is in the best interests of the Company and all shareholders and unanimously recommends a vote FOR.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Alyeska Investment Group, L.P. | 7.97% | 678,788 | $6M |
| 2 | Anson Funds Management LPActivist | 2.82% | 240,400 | $2M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 1.34% | 113,849 | $1M |
| 4 | GEODE CAPITAL MANAGEMENT, LLC | 0.27% | 23,203 | $216K |
| 5 | BlackRock, Inc. | 0.23% | 19,626 | $182K |
| 6 | TUDOR INVESTMENT CORP ET AL | 0.14% | 11,971 | $111K |
| 7 | Virtu Financial LLC | 0.13% | 10,748 | $100K |
| 8 | VANGUARD FIDUCIARY TRUST CO | 0.13% | 10,650 | $99K |
| 9 | BlackRock, Inc. | 0.10% | 8,474 | $79K |
| 10 | Russell Investments Group, Ltd. | 0.08% | 7,114 | $66K |
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