Snail, Inc.
For the period ended Apr 17, 2026. Filed Apr 17, 2026.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 17, 2026 · Filed Apr 17, 2026
Use the contents to explore the available documents and sections.
Contents
Cover page
Show cover page
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under § 240.14a-12 |
Snail, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required. |
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11. |
SNAIL, INC.
Notice of 2026 Annual Meeting of Stockholders
to be Held on May 27, 2026
April 17, 2026
Dear Stockholder:
You are cordially invited to attend the 2026 Annual Meeting of the Stockholders (the “2026 Annual Meeting” or the “Annual Meeting”) of Snail, Inc., a Delaware corporation (“we,” “us,” “Snail” or the “Company”). The Annual Meeting will be held virtually on May 27, 2026 at 10:00 a.m. (Pacific Time). The Annual Meeting will be a virtual meeting of stockholders, which will be conducted via a live audio webcast. You will be able to attend the Annual Meeting, submit your questions and vote online during the meeting by visitingwww.virtualshareholdermeeting.com/SNAL2026. We believe a virtual meeting provides expanded access, improves communication, enables increased stockholder attendance and participation, allows our employee stockholders around the world to attend the Annual Meeting, and provides cost savings for our stockholders and Snail.
At our Annual Meeting you will be asked:
| 1. | To elect the following eight (8) nominees for director named in the accompanying proxy statement to our Board of Directors (the “Board of Directors”) to hold office until our next annual meeting of stockholders and until their successors are duly elected and qualified: Hai Shi, Jim Tsai, Heidy K. Chow, Peter Kang, Ying Zhou, Neil Foster, Sandra Pundmann and Ryan Jamieson; |
| 2. | To ratify the appointment of BDO USA, P.C. as the independent registered public accounting firm for Snail for the fiscal year ending December 31, 2026; and |
| 3. | To conduct any other business properly brought before the Annual Meeting. |
These items of business are more fully described in the proxy statement (the “Proxy Statement”) accompanying this Notice of Annual Meeting of Stockholders. We are currently not aware of any other matters that will come before the Annual Meeting. If any other matters properly come before at the Annual Meeting, it is intended that the persons designated as proxies will vote upon such matters in accordance with their best judgment. We expect that this Proxy Statement and the other proxy materials, along with our Annual Report on Form 10-K for the year ended December 31, 2025, will be distributed to stockholders starting on or about April 16, 2026.
The record date for the Annual Meeting is April 15, 2026 (the “Record Date”). Only stockholders at the close of business on the Record Date may vote at the Annual Meeting or any adjournment thereof. A complete list of such stockholders will be available electronically by request toinvestors@snail.com for examination by any stockholder for any purpose germane to the Annual Meeting for a period of 10 days prior to the Annual Meeting.
Important Notice Regarding the Availability of Proxy Materials for
the Annual Meeting
to be held on May 27, 2026 at 10:00 a.m. (Pacific Time)
via the internet atwww.virtualshareholdermeeting.com/SNAL2026
The Proxy Statement and 2025 Annual Report to Stockholders are available at:www.proxyvote.com.
In the event of an adjournment, postponement or emergency that may change the Annual Meeting’s time or date, Snail will make an announcement, issue a press release or post information atinvestor.snail.com to notify stockholders, as appropriate. If you have any questions or need assistance in voting your shares, please write to Snail Investor Relations at 12049 Jefferson Blvd, Culver City, California 90230 or by email atinvestors@snail.com.
By Order of the Board of Directors
/s/ Heidy K.Chow
Heidy K. Chow
Chief Financial Officer, Secretary and Director
Culver City, California
ALL STOCKHOLDERS ARE CORDIALLY INVITED TO VIRTUALLY ATTEND THE ANNUAL MEETING. WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING, PLEASE COMPLETE, DATE, SIGN AND RETURN THE PROXY CARD, OR VOTE OVER THE TELEPHONE OR INTERNET AS INSTRUCTED IN THESE MATERIALS, AS PROMPTLY AS POSSIBLE IN ORDER TO ENSURE YOUR REPRESENTATION AT THE ANNUAL MEETING. EVEN IF YOU HAVE VOTED BY PROXY, YOU MAY STILL VOTE IF YOU ATTEND THE ANNUAL MEETING. PLEASE NOTE, HOWEVER, THAT IF YOUR SHARES ARE HELD OF RECORD BY A BROKER, BANK OR OTHER NOMINEE AND YOU WISH TO VOTE AT THE ANNUAL MEETING, YOU MUST OBTAIN A PROXY ISSUED IN YOUR NAME FROM THAT RECORD HOLDER IN ORDER TO BE ENTITLED TO VOTE AT THE ANNUAL MEETING.
Table of Contents
| Page | |
|---|---|
| Questions and Answers About These Proxy Materials and Voting | 2 |
| Interest of Certain Persons in Matters to be Acted Upon | 7 |
| Proposal No. 1: Election of Directors | 8 |
| Information Regarding the Board of Directors and Corporate Governance | 10 |
| Proposal No. 2: Ratification of the Appointment of the Independent Registered Public Accounting Firm for Snail, Inc. | 17 |
| Other Information Related to Snail, the Directors and Executive Officers | 18 |
| Executive and Director Compensation | 20 |
| Certain Relationships and Related Party Transactions | 26 |
| Householding of Proxy Materials | 29 |
| Other Matters | 29 |
| Approval | 29 |
i
Snail, Inc.
12049 Jefferson Blvd
Culver City, California 90230
Proxy Statement
for the 2026 Annual Meeting Of Stockholders
This summary highlights information contained elsewhere in this proxy statement (this “Proxy Statement”). It does not contain all of the information you should consider, and you should read the entire Proxy Statement carefully before voting. References in this Proxy Statement to the “Company,” “Snail,” “Snail, Inc.,” “we,” “us,” and “our” refer to Snail, Inc., a Delaware corporation. The Notice of 2026 Annual Meeting of Stockholders, Proxy Statement and a proxy card or voting instruction form, as applicable, are being distributed and made available to the holders of our Class A common stock, $0.0001 par value per share (the “Class A Common Stock”) and Class B common stock, $0.0001 par value per share (the “Class B Common Stock”), collectively referred to as “shareholders,” starting on or about April 17, 2026. Our principal executive offices are located at 12049 Jefferson Blvd, Culver City, CA 90230.
Annual Meeting Information
| Date and Time: | May 27, 2026 at 10:00 a.m. (Pacific Time) |
|---|---|
| Meeting Place: | Virtual at www.virtualshareholdermeeting.com/SNAL2026 |
| Record Date: | April 15, 2026 |
| Voting: | Each share of Class A Common Stock is entitled to one vote per share and each share of Class B Common Stock is entitled to ten votes per share on all matters presented at the Annual Meeting. |
This year’s Annual Meeting will be an entirely virtual meeting. You will be able to attend the Annual Meeting and vote your shares electronically during the meeting by visitingwww.virtualshareholdermeeting.com/SNAL2026. There will be no physical in person meeting.
It is important that your shares be represented and voted at the Annual Meeting. Even if you plan to attend the virtual Annual Meeting, please vote your shares in advance so that your vote will be counted if you later decide not to attend the virtual Annual Meeting. Stockholders should vote by marking, signing and dating the accompanying proxy card, and returning it promptly. If your shares are held in an account at a bank, broker or other nominee, please check the materials provided to you by your broker, bank or other nominee to determine how you may vote your shares.
Voting Matters and the Board’s Recommendation
| Agenda Item | Board Vote Recommendation | Page Reference |
|---|---|---|
| Election of eight directors | FOR each Director Nominee | 8 |
| Ratification of the appointment of BDO USA, P.C. as the independent registered public accounting firm for Snail for the fiscal year ending December 31, 2026 | FOR | 17 |
In addition to these matters, stockholders may be asked to vote on such other business as may properly come before the Annual Meeting or any postponements or adjournments thereof.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.