Toppoint Holdings Inc

This management proposal asks shareholders to authorize the Board to effect one or more reverse stock splits of the Company’s common stock at any time over the next three years, at ratios between 1-for-2 and 1-for-900 in the aggregate, with the Board having discretion to select the specific ratio and timing without further shareholder approval. Management is pursuing this authority primarily to preserve or regain compliance with NYSE American minimum price requirements and to improve the marketability and liquidity of the common stock by increasing the per-share trading price. The proxy explains that delisting from NYSE American could materially impair liquidity and investor access, and that a higher share price may broaden institutional interest and reduce trading friction associated with low-priced stocks. The Board also notes NYSE American rules that may limit the practical reverse-split ratios it can implement and warns that multiple or large cumulative reverse splits could themselves trigger delisting procedures if they exceed NYSE American thresholds. The proposal preserves stockholder economic interest (other than fractional-share treatment) and contemplates equitable adjustments to outstanding awards and convertible instruments. The Board retains discretion to abandon any authorized reverse split if it determines the action would not be in the Company’s or stockholders’ best interests, and the authority would expire if unused after three years. Approval requires a simple majority of votes cast and abstentions/broker non-votes will not count against the outcome; management uniformly recommends a “FOR” vote citing listing maintenance and potential liquidity benefits. Risks include the possibility that the reverse split will not raise or sustain share price, may reduce liquidity through fewer outstanding shares, and could have incidental anti-takeover effects by increasing authorized-but-unissued shares relative to outstanding shares.

This management proposal seeks shareholder approval to convert the company’s legal domicile from Nevada to Delaware by adopting a Plan of Conversion and new Delaware Certificate of Incorporation and Bylaws. Management frames the move as providing access to Delaware’s comprehensive and well-developed corporate law, a large body of case law and specialized courts (Delaware Court of Chancery) that provide predictability for corporate governance and mergers/acquisitions matters. The proxy emphasizes operational continuity—no change in headquarters, management, trading symbol, or economic rights—and notes that each outstanding common share will convert into one Delaware share without action by holders. The Board highlights procedural advantages under Delaware law, such as greater flexibility regarding dividends, corporate governance arrangements, and potentially fewer impediments in time-sensitive capital-raising or corporate transactions, while acknowledging differences (e.g., Delaware franchise tax exposure and forum-selection provisions). The proposed Delaware Certificate of Incorporation and Bylaws include specific changes (reduced quorum threshold, exclusive forum selection for internal affairs, indemnification and liability provisions, and board/bylaw amendment authorities) that could materially affect shareholder rights and dispute forums. A majority of voting power is required for approval and abstentions/broker non-votes count as votes against; the Board unanimously recommends approval because management believes the legal and practical benefits of Delaware incorporation outweigh the costs and changes in governance norms. Stockholders should weigh potential increases in franchise tax, changes to removal and indemnification standards, exclusive forum provisions, and other governance effects against the stability and predictability benefits that Delaware law commonly confers.

This management proposal asks stockholders to approve a Certificate of Amendment to increase the Company’s authorized common stock from 300 million to 1 billion shares, which would enable the Board to issue additional equity without further shareholder approval (subject to law and exchange rules). Management argues the change is prudent to preserve agility for capital raising, strategic M&A, equity incentive grants, ATM programs, and other corporate purposes, while cautioning that future issuances could dilute existing holders and reduce EPS and voting power. The proxy discloses there are currently approximately 24.7 million shares outstanding, and emphasizes that the newly authorized shares would have identical rights to existing common shares. The Board indicates no present specific commitments to issue the additional shares but notes that, historically and prospectively, the company may issue shares for financings or other corporate actions; it also notes that directors and officers may indirectly benefit if additional authorized shares allow future equity awards. The proposal requires a simple majority of votes cast for approval and the Board unanimously recommends a “FOR” vote. Investors should consider the company’s near-term capital needs, governance implications of a large increase in authorized stock, historical related-party transactions and the potential for dilution versus the operational flexibility and speed the authority would provide to management.

This management proposal asks shareholders to empower the proxy holders to adjourn the Annual Meeting, if necessary, to solicit additional proxies to obtain approval for Proposals 1–4. The adjournment authority is a procedural facilitation that allows management to avoid an immediate defeat by pausing the meeting and continuing solicitation efforts without necessarily scheduling a new meeting, subject to quorum and notice rules. Management states the adjournment would only be used if votes are insufficient and that brokers may be able to vote on the adjournment as a discretionary item, potentially helping secure a quorum and additional votes. The proposal carries limited substantive corporate policy change but can materially affect the outcome timing of the other proposals because it enables further outreach and vote conversion efforts, including solicitation of previously abstaining or withholding beneficial owners. Approval requires a majority of votes cast and abstentions/broker non-votes will not affect the outcome; the Board recommends a “FOR” vote. Investors should consider that approval could extend the solicitation period and allow management additional opportunity to secure votes for contested or time-sensitive proposals, and that such adjournment has been used historically as a governance tool to manage close or contested votes.