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Gaxos.ai Inc. (ticker GXAI) has issued its Definitive Proxy Statement for the 2025 Annual Meeting, scheduled for 9:00 a.m. ET on August 12, 2025 at the company’s Roseland, NJ headquarters. Shareholders of record as of June 20, 2025 (7,123,453 common shares outstanding) may vote by Internet, mail, phone or in person. A quorum requires 33⅓ % (2,374,482 shares) of the outstanding stock.
Key items up for vote:
- Proposal 1 – Election of four directors (Vadim Mats, Adam Holzer, Scott A. Grayson, Roman Feldman) for one-year terms ending at the 2026 meeting.
- Proposal 2 – Auditor ratification: Salberg & Company, P.A. to remain independent registered public accounting firm for FY 2025. 2024 audit fee: $67,000; total 2024 fees: $78,000.
- Proposal 3 – Equity Plan Amendment: increase shares reserved under the 2022 Omnibus Equity Incentive Plan to 803,637 from 553,637 (additional 250,000 shares ≈ 3.5 % dilution of current outstanding shares). As of the record date, 414,553 shares remain available for issuance.
The Board, comprising three independent directors, unanimously recommends “FOR” all three proposals. Compensation highlights: non-employee directors each received $24,000 cash plus options valued at $11,293 (exercise $6.00, vest 3/5/2025). CEO Vadim Mats earned $400,000 salary and $150,000 bonus in 2024; CFO Steven A. Shorr earned $60,000.
Governance notes: majority-independent board; combined CEO/Chair role; established Audit, Compensation and Nominating/Governance committees; insider-trading and anti-hedging policies in force. No related-party transactions above disclosure thresholds; no appraisal rights are available for the current proposals.
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