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Banzai International, Inc.

NASDAQ:PARA
Annual Meeting

of Shareholders

MEETING DATE

10/16/2026
DEF 14A FILED
09/29/2026
PUBLISHED
09/29/2026 9:00 pm
TIME TO PUBLISH
10/01/2026
METHODOLOGY
approve
EXCHANGE NASDAQ:PARA · CUSIP 06682J605 · CLASS Class A Common Stock, par value $0.0001 per share, and Class B Common Stock, $0.0001 par value per share · CIK 0001826011

RECONCILED · MIXED

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

5
FOR
0
AGAINST
0
WITHHOLD
5
BALLOT ITEMS

ITEM-BY-ITEM RECOMMENDATIONS

1
To authorize, for purposes of complying with Nasdaq Listing Rule 5635(a), the issuance of shares of the Company’s Class A Common Stock, including upon the exercise of pre-funded warrants, issuable pursuant to that certain Asset Purchase Agreement, dated as of July 2, 2026, by and among the Company, Banzai CS Acquisition, Inc. and ConnectAndSell, Inc., in an amount equal to or in excess of 20% of all of the Company’s Class A Common Stock and Class B Common Stock outstanding immediately prior to the closing of the transactions contemplated by the APA (the “Asset Purchase Issuance Proposal”).
other
Routine
For
Board FOR · Duopoly unknown — No divergence flagged

Nasdaq approval is required because potential issuances would exceed 20% of pre-closing outstanding shares.

Divergence: 0 Review status: Approved. Publication ledger and 8-K reconciliation pending.
2
The approval of an amendment to the Company’s Second Amended and Restated Certificate of Incorporation to change the Company’s legal name from “Banzai International, Inc.” to “Parabolic Technologies, Inc.”
other
Routine
For
Board FOR · Duopoly unknown — No divergence flagged

Filing states the amendment changes only the Company’s legal name and not stockholder rights.

Divergence: 0 Review status: Approved. Publication ledger and 8-K reconciliation pending.
3
The approval of an amendment to the Banzai International, Inc. 2023 Equity Incentive Plan to (i) increase the number of shares of Common Stock reserved for issuance thereunder by 787,425 shares, (ii) increase the evergreen provision from 5% per year to 7.5% per year for the remaining term of the 2023 Plan, and (iii) remove the cap on the maximum number of shares that may be issued pursuant to the exercise of Incentive Stock Options.
compensation
Routine
For
Board FOR · Duopoly unknown — No divergence flagged

The filing seeks approval to increase reserved shares, raise the evergreen rate, and remove the incentive stock option cap.

Divergence: 0 Review status: Approved. Publication ledger and 8-K reconciliation pending.
4
The authorization of the Board of Directors, in its discretion, to effect one or more reverse stock splits of the Company’s issued and outstanding Class A common stock, par value $0.0001 per share and Class B Common Stock, par value $0.0001 per share, at an aggregate ratio of not less than 1-for-5 and not greater than 1-for-1,000, with the exact number, timing and ratio of any such reverse stock split(s) to be determined at the discretion of the Board of Directors, and to approve one or more amendments to the Company’s Second Amended and Restated Certificate of Incorporation to effect such reverse stock split(s), at any time prior to the second anniversary of the Meeting, subject to the authority of the Board of Directors to abandon any such amendment.
other
Routine
For
Board FOR · Duopoly unknown — No divergence flagged

Filing states the authorization may help maintain compliance with the Nasdaq Minimum Bid Price Requirement.

Divergence: 0 Review status: Approved. Publication ledger and 8-K reconciliation pending.
5
The approval of an adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event there are not sufficient votes in favor of one or more of the proposals or there is not a quorum for one or more of the other proposals.
other
Routine
For
Board FOR · Duopoly unknown — No divergence flagged

Proposal would permit adjournment to solicit additional proxies if votes or quorum are insufficient.

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

Ledger

a3fc712600220680ac71c7c70302a52f819c9f5562abcc4316bfa5d5ea94e197

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