CISO Global, Inc.
For the period ended Oct 7, 2026. Filed Oct 7, 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.
Oct 7, 2026 · Filed Oct 7, 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 Pursuant to §240.14a-12 |
CISO Global, 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 14a-6(i)(1) and 0-11 |
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on November 19, 2026
The Annual Meeting of Stockholders of CISO Global, Inc., a Delaware corporation, will be held at 1:00 p.m., local time, on Thursday, November 19, 2026, at 6900 E. Camelback Road, Suite 900, Scottsdale, Arizona, 85251 (the “Annual Meeting”).
The Annual Meeting will be held for the following purposes:
To elect directors to serve until our next annual meeting of stockholders and until their successors are elected and qualified (the “Election of Directors”);
To ratify the appointment of Semple, Marchal & Cooper, LLP, an independent registered public accounting firm, as the independent registered public accountant of our company for the fiscal year ending December 31, 2026 (the “Auditor Ratification Proposal”);
To approve an amendment to our amended and restated certificate of incorporation, as amended (the “Charter”), to effect a reverse stock split of the outstanding shares of our common stock, by a ratio of not less than 1-for-2 shares and not more than 1-for-50 shares, with the exact ratio to be set at a whole number within this range by our Board of Directors in its sole discretion (the “Reverse Stock Split Proposal”);
To approve an adjournment of the Annual 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 to establish a quorum or in favor of the Reverse Stock Split Proposal (the “Adjournment Proposal”); and
To transact such other business as may properly come before the meeting or any adjournment or postponement thereof.
These items of business are more fully described in the proxy statement accompanying this notice.
Only stockholders of record at the close of business on October 1, 2026 are entitled to notice of and to vote at the meeting or any adjournment or postponement thereof.
All stockholders are cordially invited to attend the meeting and vote in person. To assure your representation at the meeting, however, you are urged to vote by proxy as soon as possible over the Internet, by e-mail, by facsimile, or by mail by following the instructions on the proxy card. You may vote in person at the meeting even if you have previously given your proxy.
Sincerely,
/s/ Debra L. Smith
Debra L. Smith
Secretary
Scottsdale, Arizona
October 7, 2026
TABLE OF CONTENTS
| VOTING AND OTHER MATTERS | 1 |
|---|---|
| PROPOSAL ONE – ELECTION OF DIRECTORS | 4 |
| EXECUTIVE OFFICERS | 6 |
| CORPORATE GOVERNANCE | 7 |
| AUDIT COMMITTEE REPORT | 11 |
| EXECUTIVE COMPENSATION | 12 |
| EQUITY COMPENSATION PLAN INFORMATION | 21 |
| SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE | 22 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 23 |
| CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS | 24 |
| PROPOSAL TWO – RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANT | 25 |
| PROPOSAL THREE – APPROVAL OF AMENDMENT TO THE CHARTER TO EFFECT A REVERSE STOCK SPLIT | 26 |
| PROPOSAL FOUR – APPROVAL OF ADJOURNMENT OF THE ANNUAL MEETING | 34 |
| DEADLINES FOR RECEIPT OF STOCKHOLDER PROPOSALS | 35 |
| HOUSEHOLDING OF PROXY MATERIALS | 35 |
| OTHER MATTERS | 35 |
| ANNEX A – CERTIFICATE OF AMENDMENT | A-1 |
i
6900 E. Camelback Road, Suite 900
Scottsdale, Arizona 85251
PROXY STATEMENT
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.