Cloudastructure (NASDAQ:CSAI) held its 2026 annual meeting of stockholders, with shareholders voting on a series of governance and capital structure proposals, including board authority for a potential reverse stock split and an amendment to the company’s equity incentive plan.
James McCormick, chairman of the board and CEO of Cloudastructure, called the meeting to order and said it was the company’s second annual meeting as a publicly held company. McCormick said directors Ruba Qashu, Jeff Kirby and Craig Johnson were also in attendance. Chief Financial Officer Greg Smitherman served as inspector of election and secretary of the meeting.
Reverse Stock Split Authority Approved
Stockholders approved a proposal authorizing the board, but not requiring it, to implement a reverse stock split of Cloudastructure’s outstanding Class A common stock and Class B common stock. The approved proposal gives the board discretion to set a ratio within a range of 1-for-2 to 1-for-200, with the exact ratio and timing to be determined by the board.
The proposal also authorizes a proportionate reduction in the number of authorized shares of the company’s capital stock. McCormick said the measure required approval by at least a majority of votes cast on the proposal, as well as approval from holders of at least a majority of outstanding Class B common stock. Smitherman reported that preliminary vote results indicated the proposal received sufficient votes for approval.
Authorized Share Reduction Proposal Fails
Shareholders did not approve a separate proposal that would have amended the company’s charter to reduce the number of authorized shares of capital stock from 500 million to 83,333,334. McCormick said the purpose of the proposed reduction was to lower Cloudastructure’s Delaware franchise tax obligations.
That proposal required approval by at least a majority of votes cast, as well as approval from holders of at least a majority of outstanding Class B common stock and holders of at least a majority of outstanding Series 2 preferred stock. Smitherman said preliminary vote results indicated the proposal did not receive sufficient votes for approval.
Director Election and Auditor Ratification
Jeff Kirby was reelected to the board for a three-year term expiring at the 2029 annual meeting of stockholders, based on preliminary results. McCormick said no additional director nominations had been received. Directors were elected by a plurality of votes.
Stockholders also ratified the appointment of TAAD LLP as the company’s auditor for the fiscal year ending Dec. 31, 2026. Smitherman said preliminary results indicated the auditor ratification proposal received sufficient votes for approval.
Equity Incentive Plan Amendment Approved
Shareholders approved an amendment to the Cloudastructure amended and restated 2024 equity incentive plan. The amendment permits a one-time repricing of stock options outstanding as of May 21, 2026, and authorizes the board of directors or a committee of the board to implement the repricing.
The company had also listed a proposal to adjourn the annual meeting, if necessary or appropriate, to solicit additional proxies if there were not enough votes to approve any proposal. McCormick said, based on the preliminary vote report, the company did not expect to present the adjournment proposal for a vote.
McCormick said final vote results will be reported on a Form 8-K to be filed with the Securities and Exchange Commission within four business days after the meeting. He also said a final report with the formal tabulation of shares voted will be filed with the meeting minutes.
About Cloudastructure (NASDAQ:CSAI)
Cloudastructure, Inc (NASDAQ: CSAI) is a technology company specializing in cloud-based video security and surveillance solutions. The company’s core offering is a subscription-based Video-as-a-Service (VaaS) platform that enables customers to deploy, manage and monitor high-definition cameras and environmental sensors through a unified cloud interface. By leveraging scalable cloud infrastructure, Cloudastructure eliminates the need for on-site video recording hardware and simplifies system maintenance and updates.
In addition to managed hardware, Cloudastructure provides advanced analytics capabilities powered by artificial intelligence and machine learning.
