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Azio AI Holdings, Inc.

NASDAQ:AZIO
Annual Meeting

of Shareholders

MEETING DATE

11/02/2026
DEF 14A FILED
10/09/2026
PUBLISHED
10/09/2026 8:40 pm
TIME TO PUBLISH
10/11/2026
METHODOLOGY
approve
EXCHANGE NASDAQ:AZIO · CUSIP 29414V100 · CLASS common stock, par value $0.00001 per share · CIK 0001563568

RECONCILED · MIXED

Reconciled against the company’s Form 8-K Item 5.07 filed 2026-06-15.

5
FOR
2
AGAINST
0
WITHHOLD
7
BALLOT ITEMS

ITEM-BY-ITEM RECOMMENDATIONS

1
ELECTION OF THE CLASS III DIRECTOR
board
Elevated
For
Board FOR · Duopoly unknown — No divergence flagged

Board nominated Larry G. Paige II, and the filing states no reason he will be unable to serve.

Divergence: 0 Review status: Approved. Publication ledger and 8-K reconciliation pending.
2
RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2026
auditor
Elevated
Against
Board FOR · Duopoly unknown — ⚠ Divergence flagged

Filing discloses unremediated material weaknesses and prior audit reports included substantial doubt about continuing as a going concern.

Divergence: 1 Review status: Approved. Publication ledger and 8-K reconciliation pending.
3
NON-BINDING ADVISORY APPROVAL OF COMPENSATION PAID TO OUR NAMED EXECUTIVE OFFICERS IN FISCAL YEAR 2025
compensation
Elevated
For
Board FOR · Duopoly unknown — No divergence flagged

Filing presents executive compensation for fiscal 2025 and states the vote is advisory.

Divergence: 0 Review status: Approved. Publication ledger and 8-K reconciliation pending.
4
APPROVAL OF, IN ACCORDANCE WITH NASDAQ LISTING RULES, THE ISSUANCE OF SHARES OF COMMON STOCK UPON CONVERSION OF THE SERIES A PREFERRED STOCK
other
Elevated
For
Board FOR · Duopoly unknown — No divergence flagged

Each Series A Preferred share converts into 100 Common Stock shares only if stockholders approve this proposal.

Divergence: 0 Review status: Approved. Publication ledger and 8-K reconciliation pending.
5
AN AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION EFFECTING REVERSE STOCK SPLITS OF ISSUED SHARES OF OUR COMMON STOCK, AT RATIOS BETWEEN 1-FOR-15 TO 1-FOR-30, WITH ONE OF THE RATIOS WITHIN THE FOREGOING RANGE TO BE CHOSEN AT THE DISCRETION OF THE BOARD AND THE REMAINDER TO BE ABANDONED
other
Elevated
Against
Board FOR · Duopoly unknown — ⚠ Divergence flagged

Filing states the amendment could have anti-takeover effects and increase authorized but unissued Common Stock.

Divergence: 1 Review status: Approved. Publication ledger and 8-K reconciliation pending.
6
APPROVAL OF THE AZIO AI HOLDINGS, INC. 2026 EQUITY INCENTIVE PLAN
compensation
Elevated
For
Board FOR · Duopoly unknown — No divergence flagged

The 2026 Plan has no evergreen provision and prohibits repricing without stockholder approval.

Divergence: 0 Review status: Approved. Publication ledger and 8-K reconciliation pending.
7
ADJOURNMENT OF THE ANNUAL MEETING WITH RESPECT TO ONE OR MORE OF THE PROPOSALS TO A LATER DATE OR DATES, IF NECESSARY OR APPROPRIATE, AS DETERMINED BY THE CHAIRMAN OF THE BOARD, TO PERMIT FURTHER SOLICITATION OF PROXIES IN THE EVENT THAT THERE ARE INSUFFICIENT VOTES FOR, OR OTHERWISE IN CONNECTION WITH, THE APPROVAL OF ANY OF SUCH PROPOSALS AT THE ANNUAL MEETING OR IF THE COMPANY'S INITIAL LISTING APPLICATION REQUIRED BY NASDAQ LISTING RULE 5110(A) HAS NOT YET BEEN APPROVED
other
Elevated
For
Board FOR · Duopoly unknown — No divergence flagged

Filing states adjournment may permit further proxy solicitation if votes are insufficient or Nasdaq approval is pending.

Divergence: 0 Review status: Approved. Publication ledger and 8-K reconciliation pending.

Ledger

542bddac532c4d1546e974d731db69dd6b0077e80f0839d35a81184980071071

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