CLEARONE INC
For the period ended May 30, 2025. Filed May 13, 2025.
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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.
May 30, 2025 · Filed May 13, 2025
Contents
THIS PROXY BALLOT IS VALID ONLY WHEN SIGNED AND DATED
The undersigned hereby appoints Derek L. Graham and Simon Brewer, and each or either of them, proxies for the undersigned, with full power of substitution, to vote all shares of common stock, (“Shares”) of ClearOne, Inc. (the “Company”) which the undersigned would be entitled to vote at the SPECIAL MEETING IN LIEU OF ANNUAL MEETING OF SHAREHOLDERS OF THE COMPANY (THE “MEETING”) TO BE HELD AT 5225 WILEY POST WAY SUITE 500, SALT LAKE CITY, UTAH 84116 ON MAY 30, 2025, AT 9:30 A.M., MOUNTAIN TIME, and directs that the Shares represented by this Proxy shall be voted as indicated below:
The Board of Directors recommends you vote FOR all the nominees for director in Proposal 1, FOR Proposals 2, 3, 4, 5, and 7, and EVERY 3 YEARS for Proposal 6.
| 1. · Election of Directors | |||||
|---|---|---|---|---|---|
| For · Withhold · For All · To withhold authority to vote for any any individual nominee(s), mark “For All Except” and write the number(s of the nominee(s) on the line below. | |||||
| All · All · Except | |||||
| Nominees: | |||||
| 1) | Eric L. Robinson | ||||
| 2) | Lisa B. Higley | ☐ | ☐ | ☐ | |
| 3) | Bruce Whaley | ||||
| For · Against · Abstain | |||||
| 2. | Approve the amendment to Certificate of Incorporation to increase Authorized Shares of Common Stock from 50,000,000 to 150,000,000 shares | ☐ | ☐ | ☐ | |
| 3. | Approve the amendment to Certificate of Incorporation to authorize 50,000,0000 shares of “Blank Check” Preferred Stock | ☐ | ☐ | ☐ | |
| 4. | Approve the amendment to Certificate of Incorporation to authorize a Reverse Stock Split by a ratio of between 1-for-10 to 1-for-15 | ☐ | ☐ | ☐ | |
| 5. | Approve the amendment to Certificate of Incorporation to allow Shareholders to eliminate the prohibition against stockholders acting by written consent and expressly authorize shareholders to act by written consent | ☐ | ☐ | ☐ | |
| Every 1 year · Every 2 years · Every 3 years | |||||
| 6. | Approve the non-binding advisory vote of the frequency of the advisory vote on compensation of named executive officers | ☐ | ☐ | ☐ | |
| For · Against · Abstain | |||||
| 7. | Approval of any other matters which are properly presented | ☐ | ☐ | ☐ | |
In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Meeting or any adjournment thereof.
The board of directors recommends a vote FOR all the nominees for director in Proposal 1, FOR Proposals 2, 3, 4, 5, and 7, and EVERY 3 YEARS for Proposal 6. This Proxy, when properly executed, will be voted in the manner directed herein by the undersigned stockholder. If no direction is given, this Proxy will be voted FOR proposals 1, 2, 3, 4, 5, and 7, and EVERY 3 YEARS for proposal 6.
| Please indicate if you plan to attend this meeting. | Yes | No |
|---|---|---|
| ☐ | ☐ |
Sign exactly as name appears hereon. For joint accounts, all co-owners should sign. Executors, administrators, custodians, trustees, etc. should so indicate when signing.
| Signature | Date | Signature (Joint Owners) | Date |
|---|
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.