ChronoScale Holdings Corp
For the period ended Sep 25, 2026. Filed Sep 25, 2026.
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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.
Sep 25, 2026 · Filed Sep 25, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No.)
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 |
(Name of Registrant as Specified in its Charter)
(Name(s) 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 14a-6(i)(1) and 0-11. |
2440 Sand Hill Road, Suite 400
Menlo Park, CA 94025
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be held on November 6, 2026
To the Stockholders of ChronoScale Holdings Corporation:
You are cordially invited to attend the Annual Meeting of Stockholders (the “Annual Meeting”) of ChronoScale Holdings Corporation (the “Company”) to be held on November 6, 2026, at 12:00 p.m., Eastern Time. The Annual Meeting will be held virtually via the Internet atwww.virtualshareholdermeeting.com/CHRN2026. You will not be able to attend the Annual Meeting at a physical location. At the Annual Meeting, stockholders will act on the following matters:
| ● | To elect eight director nominees to serve as directors until the next annual meeting of stockholders (“Proposal 1”); |
| ● | To ratify the appointment of CBIZ CPAs P.C. as the Company’s independent registered public accounting firm for the fiscal year ending May 31, 2027 (“Proposal 2”); |
| ● | To approve, on an advisory (non-binding) basis, the executive compensation of the Company’s named executive officers as described in the attached proxy statement (“Proposal 3”); |
| ● | To ratify certain Restricted Stock Awards granted to our non-employee directors under the 2026 Plan (as defined in the accompanying proxy statement) (“Proposal 4”); |
| ● | To approve the adjournment of the Annual Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of any one or more of the foregoing proposals (“Proposal 5”); and |
| ● | To consider any other matters that may properly come before the Annual Meeting, including any adjournment or postponement thereof. |
Only holders of our common stock, par value $0.001 per share, of record at the close of business on September 10, 2026, are entitled to receive notice of and to vote at the Annual Meeting or any postponement or adjournment thereof.
We are pleased to take advantage of the U.S. Securities and Exchange Commission (“SEC”) rule that allows companies to furnish proxy materials to their stockholders over the Internet. As a result, on or about September 25, 2026, we are mailing to our stockholders, other than those who previously requested electronic or paper delivery of proxy materials, a Notice of Internet Availability of Proxy Materials (the “Notice”) for the fiscal year ended May 31, 2026. The Notice contains instructions on how to access those documents over the Internet. The Notice also contains instructions on how to request a paper copy of our proxy materials, including this proxy statement, our Annual Report on Form 10-K for the fiscal year ended May 31, 2026, and a form of proxy card or voting instruction card.It is very important that your shares are represented and voted at the Annual Meeting. As explained in further detail in the Notice, your shares may be voted via a toll-free telephone number, on the Internet, or by signing, dating and returning the enclosed proxy card in the envelope provided. Your proxy card will not be used if you are present at the Annual Meeting and prefer to vote in person, or if you revoke your proxy.
By Order of the Board of Directors
/s/ Wes Cummins
Wes Cummins
Chairman of the Board of Directors
September 25, 2026
Menlo Park, CA
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON NOVEMBER 6, 2026
The Company’s Proxy Statement for the 2026 Annual Meeting of Stockholders and the Annual Report on Form 10-K for the fiscal year ended May 31, 2026 are available free of charge on our website atwww.chronoscale.com, atwww.proxyvote.com, and at the SEC’s website atwww.sec.gov.
If you have any questions or require any assistance in voting your shares, please call:
1-800-690-6903
PROXY STATEMENT
TABLE OF CONTENTS
| GENERAL INFORMATION | 1 |
|---|---|
| PROPOSAL 1 | 7 |
| CORPORATE GOVERNANCE | 10 |
| Board of Directors Composition | 11 |
| Board of Directors Meetings | 11 |
| Director Independence | 11 |
| Board Committees | 12 |
| Stockholder Nominations for Directorships | 14 |
| Board Leadership Structure and Role in Risk Oversight | 14 |
| Stockholder Communications | 15 |
| Code of Business Conduct and Ethics | 15 |
| Anti-Hedging Policy | 15 |
| EXECUTIVE OFFICERS | 16 |
| EXECUTIVE COMPENSATION | 17 |
| Summary Compensation Table | 18 |
| Employment Agreements | 19 |
| Outstanding Equity Awards at Fiscal Year End | 23 |
| DIRECTOR COMPENSATION | 28 |
| EQUITY COMPENSATION PLAN INFORMATION | 30 |
| REPORT OF THE AUDIT COMMITTEE | 34 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 35 |
| TRANSACTIONS WITH RELATED PERSONS | 36 |
| PROPOSAL 2 | 38 |
| PROPOSAL 3 | 40 |
| PROPOSAL 4 | 41 |
| PROPOSAL 5 | 43 |
| STOCKHOLDER PROPOSALS | 44 |
| HOUSEHOLDING OF ANNUAL MEETING MATERIALS | 45 |
| OTHER MATTERS | 45 |
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PROXY STATEMENT
FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.