Silvia Inc

1. 1

   Approval, for purposes of Nasdaq Listing Rule 5635, of the issuance of shares of ProCap’s Common Stock pursuant to the terms of the Merger Agreement

   ManagementBoard: FOR

   Approve issuance of up to 18,000,000 shares of ProCap common stock as merger consideration to acquire CFO Silvia under the Merger Agreement, including escrow and earnout shares and related transfer restrictions, and to satisfy Nasdaq Listing Rule 5635(a)(2).

2. 2

   Election of Eric Jackson as Class I director

   ManagementBoard: FOR

   Elect Eric Jackson as a Class I director to hold office for a three-year term until the 2029 annual meeting.

3. 3

   Approval for Equity Plan Amendment

   ManagementBoard: FOR

   Approve an amendment to the Company’s 2025 Equity Incentive Plan to increase the number of shares authorized for issuance under the plan by 12,000,000 shares to support compensation and retention.

   More detail

   This management proposal asks shareholders to approve a 12,000,000-share increase to the Company's 2025 Equity Incentive Plan to provide additional capacity for equity awards to employees, executives and directors. Management says the increase is needed to support hiring, retention, and integration in connection with the proposed Merger and ongoing operations, and to align employee incentives with long-term stock performance. The Board and the independent compensation committee considered equity usage, projected hiring and retention needs, dilution, burn rate, and market practices in recommending approval. Management quantifies that approval of the full increase would result in about 14% incremental dilution based on shares outstanding as of the record date; the plan includes usage limits and annual caps to manage overhang. The proposal is routine in the context of an emerging public company seeking to maintain competitive equity programs; the Board recommends a “FOR” vote because it believes equity awards will help retain key talent and align interests with shareholders, while balancing the dilution concerns through plan design and governance controls.

4. 4

   Approval of possible adjournment of the ProCap Annual Meeting

   ManagementBoard: FOR

   Approve an adjournment of the Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of Proposals 1, 2 or 3.

   More detail

   Management seeks shareholder approval to permit adjournment of the Annual Meeting for up to 30 days to solicit additional proxies if there are insufficient votes to approve the Merger Proposal, the director election, or the Equity Plan Amendment. This is a standard procedural request allowing the Company to continue solicitation efforts to obtain the necessary vote thresholds if initial voting is insufficient by the meeting time. The Board recommends a vote in favor to preserve flexibility to obtain required approvals and avoid having potentially dispositive matters lapse without an opportunity to obtain additional support.

Upcoming shareholder meetings at Silvia Inc’s closest sector peers — compare boards, ballots, and ownership across the cohort.

When is the Silvia Inc 2026 annual meeting?

Silvia Inc (SVIA) holds its 2026 annual shareholder meeting on Friday, March 27, 2026.

What is the record date for the Silvia Inc 2026 meeting?

The record date for the Silvia Inc 2026 meeting is Tuesday, February 10, 2026. Shareholders of record on or before that date are eligible to vote.

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

The board is presenting 1 director nominee at the Silvia Inc 2026 meeting, listed with their independence status and background.

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

Shareholders will vote on 4 proposals at the Silvia Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.