Banzai International, Inc.

NASDAQ:PARA
Annual Meeting

of Shareholders

MEETING DATE

10/30/2026
DEF 14A FILED
10/20/2026
PUBLISHED
10/20/2026 1:44 pm
TIME TO PUBLISH
10/22/2026
METHODOLOGY
approve
EXCHANGE NASDAQ:PARA · CUSIP 06682J605 · CLASS Common Stock · CIK 0001826011

RECONCILED · MIXED

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

3
FOR
1
AGAINST
0
WITHHOLD
4
BALLOT ITEMS

ITEM-BY-ITEM RECOMMENDATIONS

1
To approve an amendment to our Second Amended and Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”), to increase the number of authorized shares that we may issue from 350,000,000 total shares to up to 850,000,000 total shares, consisting of up to 750,000,000 shares of Class A common stock, par value $0.0001 per share (the “Class A common stock”), with such numbers to be determined at the Board’s discretion, and 25,000,000 shares of Class B common stock, par value $0.0001 per share (the “Class B common stock”, and together with the Class A common stock, the “Common Stock”) and 75,000,000 shares of preferred stock, par value $0.0001 per share (the “Authorized Share Increase Proposal”).
other
Elevated
Against
Board FOR · Duopoly unknown — ⚠ Divergence flagged

Filing states additional share issuances could delay or prevent a change in control without further stockholder action.

Divergence: 1 Review status: Approved. Publication ledger and 8-K reconciliation pending.
2
To authorize, for purposes of complying with Nasdaq Listing Rule 5635(d), the potential issuance of shares of our Class A common stock in a potential financing as described in the Proxy Statement (the “Potential Public Offering Issuance Proposal”).
other
Elevated
For
Board FOR · Duopoly unknown — No divergence flagged

Filing states the offering could raise capital needed for operations and liquidity needs.

Divergence: 0 Review status: Approved. Publication ledger and 8-K reconciliation pending.
3
To authorize, for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of shares of Class A common stock upon conversion of the convertible promissory note (the “Note”) and upon exercise of the common warrants issued to Evergreen Capital Management LLC in a private placement, including issuances in excess of the Exchange Cap, and pursuant to certain voluntary adjustments to the conversion price of the Note and the exercise prices of outstanding warrants.
other
Elevated
For
Board FOR · Duopoly unknown — No divergence flagged

Filing states approval would remove the Exchange Cap limitation under the Transaction Documents.

Divergence: 0 Review status: Approved. Publication ledger and 8-K reconciliation pending.
4
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
Elevated
For
Board FOR · Duopoly unknown — No divergence flagged

Filing states adjournment would permit additional proxy solicitation if votes or quorum are insufficient.

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

Ledger

90ac1a5dc60d0ffc03d6f1d0b525e0306325f350c64b7e8d64ef8e532732cf80

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