Airwa Inc

This management proposal requests shareholder approval to materially expand the 2026 AiRWA Share Incentive Plan’s share reserve from 30,750 to 3,500,000 and to add an evergreen mechanism that would automatically increase the reserve annually (through 2030) by up to 8% of outstanding common stock or a lesser amount determined by the Board or Compensation Committee. Management frames the amendment as necessary to attract, retain and incentivize key employees, directors and consultants by ensuring an adequate supply of equity-based awards for compensation and recruitment. The board is seeking shareholder approval because equity plans and material increases in share pools generally require stockholder consent under Nasdaq rules and common corporate governance practice. The amendment would dramatically enlarge the available equity awards and, together with the evergreen, could lead to significant future dilution if fully utilized; the proxy notes that no outstanding options or RSUs exist currently and only 30,750 shares remain available under the existing plan. The board’s justification centers on flexibility for grants, enabling future hiring and retention, and strengthening alignment of management and shareholders. Key risks include dilution to existing holders, potential overhang affecting share price, and the automatic nature of the evergreen which delegates recurring increases to a formula rather than future shareholder approvals. The attachment of Annex A sets forth the precise amendment language, including the restated Section 5 specifying the 3,500,000 reserve and the annual increase mechanism. The board recommends a FOR vote, arguing the plan supports long-term performance and is standard practice for companies seeking growth and recruitment; investors should weigh the benefits of incentivization and retention against the dilution risk and consider whether the size and automatic increases are commensurate with the company’s hiring and performance needs.

This management proposal seeks shareholder authorization to amend the Certificate of Incorporation to permit the Board to effect, at its discretion (or through delegated authorized persons), one or more reverse stock splits at ratios between 1-for-40 and 1-for-800 during an authorized period (on or prior to March 18, 2028), with an aggregate cap of 1-for-800. Management states the primary purpose is to preserve compliance with Nasdaq’s $1.00 minimum bid price rule and to provide flexibility to raise the per-share trading price, which could facilitate future financing, broaden the investor base and potentially reduce per-share transaction costs for holders. The proposal delegates substantial discretion to the Board on the exact ratio(s) and timing, which allows management to act quickly but reduces direct shareholder control over the split magnitude. The company notes potential advantages (improved marketability and institutional interest) but candidly discloses disadvantages: there is no guarantee a reverse split will produce a sustained price increase, market capitalization could decline if price does not proportionately increase, and post-split liquidity dynamics and odd-lot issues may negatively affect some holders. The proposal also contemplates no reduction in authorized shares and that fractional shares will be rounded so that shareholders will generally receive whole shares; the mechanics are described and a form of Certificate of Amendment is provided as Annex B. Investors should consider whether the narrow-to-wide ratio range (1-for-40 to 1-for-800) is appropriate given the company’s trading history and Nasdaq risks, and weigh the trade-off between preserving listing status and potential negative optics/dilution from future authorized but unused shares. The Board recommends a FOR vote, emphasizing Nasdaq compliance and capital-raising flexibility as primary rationales.

This advisory management proposal asks shareholders to approve (on a non-binding basis) the compensation paid to named executive officers as disclosed in the proxy. The board frames the vote as a feedback mechanism to gauge investor sentiment and inform future compensation decisions by the Compensation Committee, not as a binding mandate. The proxy discloses significant elements of CEO and NEO pay, including high reported amounts and certain success-fee arrangements tied to strategic transactions, which investors should scrutinize for alignment with performance. Because the vote is advisory, a negative outcome would not compel immediate contractual changes but would likely trigger engagement between the company and investors and potential adjustments by the Compensation Committee. The board recommends a FOR vote, asserting that current compensation is appropriate to attract and retain leadership and aligns with company objectives; however, investors should weigh the magnitude and structure of compensation (e.g., large sign-on and success fees) against recent company performance and governance norms. The recommendation notes the Board will consider shareholder feedback if the vote shows significant opposition. Given the presence of recent leadership transitions and one-time awards referenced in the proxy, this say-on-pay vote will serve as an important governance signal to the Board regarding pay-for-performance practices at AiRWA.

This management proposal asks shareholders, on an advisory basis, to indicate whether the company should hold future say-on-pay votes every one, two, or three years; the Board recommends a three-year frequency. Management’s rationale is that multi-year evaluation better aligns with the company’s strategic time horizon and compensation plans, which they argue are designed to promote longer-term performance and retention, and that a three-year cycle is customary for many small- to mid-cap companies. A three-year vote cadence reduces administrative frequency and allows the Compensation Committee to assess outcomes across a multi-year performance period, but it also reduces the regularity of shareholder feedback on pay practices and could delay investor-driven course corrections. The board commits to consider the advisory outcome but is not bound by it; investors should decide whether more frequent feedback (annual) or the Board’s recommended multi-year approach better serves oversight objectives. Given recent leadership change and sizable one-time compensation elements disclosed in the proxy, some investors may prefer more frequent oversight; others may accept a three-year cadence to evaluate longer-term program effects. The Board’s recommendation for three years should be weighed against investor appetite for engagement, the company’s governance profile, and any history of pay controversies or alignment concerns.

This management proposal asks shareholders to authorize the Board to adjourn the Annual Meeting, if a quorum is present but there are insufficient votes to approve the other proposals, in order to solicit additional proxies. From management’s perspective, the authority to adjourn provides flexibility to seek additional shareholder support without reconvening a new meeting, which can be an efficient way to pursue approval of proposals deemed important by the Board. Shareholders should be aware that approval would permit the Board to delay votes even where a majority of proxies received oppose a proposal, potentially extending the solicitation period and giving management additional time to persuade voters. The proposal is routine in many proxy contexts and primarily procedural; the Board frames it as a safeguard to ensure adequate opportunity to obtain votes in favor of proposals important to the company. Investors evaluating this item should weigh the procedural benefits against any concern that it affords management additional leverage to seek approval after an initial negative vote. The Board recommends a FOR vote to maintain flexibility in meeting management’s solicitation objectives.