EX-99.1 6 aeye-20250630xex99d1.htm EX-99.1

Exhibit 99.1

Ratification of the Grant of Certain Restricted Stock Units

WHEREAS, as set forth in greater detail below, the undersigned have been advised that upon a review of the Company’s records, it was determined that certain corporate actions, including certain purported rights issuances, may not have been effective and the Board and the Compensation Committee desire to ratify such corporate acts and rights issuances pursuant to Section 204 of the Delaware General Corporation Law (“DGCL”) (“Section 204”) and pursuant to the common law, as applicable.

WHEREAS, pursuant to Section 157(c) of the DGCL, a board of directors may adopt a resolution to delegate to a person or body, in addition to the board of directors, the authority to enter into 1 or more transactions to issue rights or options, provided that such resolution fixes certain parameters for such delegation.

WHEREAS, on October 29, 2020, the Board appointed the Compensation Committee as the “Committee” under the AudioEye, Inc. 2020 Equity Incentive Plan (the “2020 Plan”).

WHEREAS, on December 5, 2020, the Compensation Committee, as the Committee under the 2020 Plan, delegated (the “Grant Committee Delegation”) to a committee comprised solely of David Moradi, the Chief Executive Officer of the Company (the “Grant Committee”), the authority to determine, grant and administer awards pursuant to the 2020 Plan to employees of the Company whose annual base salary is $200,000 or less and who are not ‘executive officers’ of the Company (as defined by Rule 3b-7 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), ‘officers’ of the Company (as defined in Rule 16a-1 under the Exchange Act), or members of the Grant Committee through the date of the 2022 Annual Meeting of Stockholders of the Company.

WHEREAS, on January 14, 2021, the Compensation Committee, as the Committee under the 2020 Plan, delegated to the Grant Committee the authority to determine performance goals with respect to performance-based equity awards, whether previously granted or to be granted, to employees or consultants under all equity incentive plans of the Company and to determine whether any such performance goals have been met, other than equity awards granted to executive officers or directors.

WHEREAS, the 2022 Annual Meeting of Stockholders of the Company was held on May 20, 2022, and between June 1, 2022 and April 9, 2025, the Company, acting via the Grant Committee, (i) awarded grants of restricted stock units (including both time-based and performance-based, collectively “RSUs”) in the amounts listed on Exhibit A attached hereto and (ii) made certain determinations regarding previously-granted RSUs to vest a portion thereof in excess of amounts earned or in advance of the scheduled vesting date (all of such grants in (i) and (ii), the “Grants”).

WHEREAS, Section 204 of the DGCL defines (i) a “defective corporate act” as any act or transaction purportedly taken on behalf of a corporation that is, and at the time such act was purportedly taken would have been, within the power of a corporation, but is void or voidable due to a failure of authorization, and (ii) “putative stock” as the shares of any class or series of capital stock of a corporation (including shares issued upon exercise of options, rights, warrants or other securities convertible into shares of capital stock of the corporation, or interests with respect thereto that were created or issued pursuant to a defective corporate act) that, but for any failure of authorization, would constitute valid stock.

WHEREAS, pursuant to Section 204 of the DGCL, no defective corporate act or putative stock shall be void or voidable solely as a result of a failure of authorization, if ratified pursuant to Section 204 of the DGCL.

WHEREAS, the Board and the Compensation Committee have determined that, while the resolutions of the Compensation Committee, acting as the Committee under the 2020 Plan, effecting the Grant Committee Delegation specified, in compliance with the requirements of Section 157(c) of the DGCL, a time period during which such rights or options could be awarded, the Grants are defective corporate acts because the Grants occurred outside of the time period specified in those resolutions and/or because certain determinations made by the Grant Committee related to the vesting of RSUs were not pursuant to the terms of the RSUs as originally granted and so were outside the Grant Committee’s delegated authority; further, the Grant Committee Delegation did not include certain parameters that

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were required following amendments to Section 157(c) of the DGCL in 2022, which resulted in Grants made after the effectiveness of such amendments being defective corporate acts.

WHEREAS, the Board and Compensation Committee have determined that it is advisable and in the best interests of the Company and its stockholders to approve and ratify the Grants, the issuance of shares of common stock upon settlement of any RSUs granted thereunder and the related putative stock in all respects.

WHEREAS, pursuant to Section 204(c) of the DGCL, the Company is not required to submit the ratification to the stockholders for approval.

WHEREAS, pursuant to Section 204(g) of the DGCL, the Company is required to give prompt notice of the ratification to all holders of valid stock, as of a date within 60 days of the adoption of these resolutions, which notice will be deemed to have been given if disclosed in a document publicly filed by the Company with the Securities and Exchange Commission (the “SEC”) pursuant to §13, §14 or §15(d) of the Exchange Act (such notice, the “Notice”).

NOW, THEREFORE BE IT RESOLVED, that each of the individual grants and determinations comprising the Grants, as listed on Exhibit A, are the defective corporate acts to be ratified.

FURTHER RESOLVED, that the nature of the failure of proper authorization in respect of the Grants is the failure of the Grant Committee to exercise its authority within the specified time period during which such rights or options may be issued in accordance with the Board’s and Compensation Committee’s delegation of authority to the Grant Committee and Section 157(c) of the DGCL, or were outside the terms of the RSUs as originally granted and so were outside of the scope of the Grant Committee’s delegated authority, and, with respect to certain Grants, the failure of proper delegation of authority following the 2022 amendments of Section 157(c) of the DGCL.

FURTHER RESOLVED, that pursuant to Section 204 of the DGCL, the Board and the Compensation Committee, acting as the Committee under the 2020 Plan, hereby authorize, ratify and approve the Grants as specified in Exhibit A, as of the original grant or determination dates as applicable, and the issuance of shares of putative stock as of the original time of settlement of any RSUs granted thereunder, and such shares of putative stock shall be considered validly issued, fully paid and non-assessable at the time such shares were originally issued.

FURTHER RESOLVED, that the appropriate officers of the Company are hereby authorized to file the Notice pursuant the Exchange Act.

General Resolutions

FURTHER RESOLVED, that the officers of the Company (the “Authorized Officers”), be, and each of them hereby is, authorized, empowered and directed, in the name and on behalf of the Company, to take or cause to be taken any and all such further actions, to execute and deliver or cause to be executed and delivered all such other documents, certificates, instruments and agreements, and to make such filings, with the SEC or otherwise, in the name and on behalf of the Company, to incur and pay all such fees and expenses and to engage in such acts as they shall in their judgment determine to be necessary, desirable or advisable in order to carry out fully the intent and purposes of the foregoing resolutions and the execution by the Authorized Officers of any such documents, certificates, instruments or agreements or the payment of any such fees and expenses or the doing by them of any act in connection with the foregoing matters shall conclusively establish their authority therefor and the approval of the documents, certificates, instruments and agreements so executed, the expenses so paid, the filings so made and the actions so taken; and be it

FURTHER RESOLVED, that any and all actions heretofore taken by any officer, representative or director of the Company in connection with any matter referred to or contemplated in any of the foregoing resolutions are hereby approved, ratified and confirmed in all respects as the act and deed of the Company.

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Exhibit A

List of Grants

RSU: Restricted Stock Unit (may be time-based or performance-based)

Grant Date | Number of RSUs
June 1, 2022 | 2231
June 1, 2022 | 892
June 1, 2022 | 2431
June 1, 2022 | 587
June 1, 2022 | 458
June 1, 2022 | 589
June 1, 2022 | 542
June 1, 2022 | 2333
June 1, 2022 | 200
June 1, 2022 | 3000
June 1, 2022 | 1500
June 1, 2022 | 2675
June 1, 2022 | 5416
June 1, 2022 | 469
June 1, 2022 | 542
June 1, 2022 | 1279
June 1, 2022 | 638
June 1, 2022 | 792
June 1, 2022 | 3141
June 1, 2022 | 2789
June 1, 2022 | 875
June 1, 2022 | 445
June 1, 2022 | 268
June 1, 2022 | 428
June 1, 2022 | 488
June 1, 2022 | 667
June 1, 2022 | 542
June 1, 2022 | 458
June 1, 2022 | 2783
June 1, 2022 | 542
June 1, 2022 | 4375
June 1, 2022 | 763
June 1, 2022 | 200

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June 1, 2022 | 2500
June 1, 2022 | 2360
June 1, 2022 | 243
June 1, 2022 | 2243
June 1, 2022 | 1863
June 1, 2022 | 1667
June 1, 2022 | 200
June 1, 2022 | 200
June 1, 2022 | 1978
June 1, 2022 | 708
June 1, 2022 | 1917
June 1, 2022 | 200
June 1, 2022 | 2168
June 1, 2022 | 1333
June 1, 2022 | 1058
June 1, 2022 | 1792
June 1, 2022 | 708
June 1, 2022 | 4499
June 1, 2022 | 3000
June 1, 2022 | 1366
June 1, 2022 | 237
June 1, 2022 | 1700
June 1, 2022 | 4300
June 1, 2022 | 272
June 1, 2022 | 542
June 1, 2022 | 583
June 1, 2022 | 633
June 1, 2022 | 253
June 1, 2022 | 398
June 1, 2022 | 2424
June 1, 2022 | 1171
June 1, 2022 | 200
June 1, 2022 | 1750
June 1, 2022 | 2500
June 1, 2022 | 617
June 1, 2022 | 471
June 1, 2022 | 567
June 1, 2022 | 372
June 1, 2022 | 2622
June 1, 2022 | 2333

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June 1, 2022 | 1000
June 1, 2022 | 200
June 1, 2022 | 688
June 1, 2022 | 575
June 1, 2022 | 583
June 1, 2022 | 2634
June 1, 2022 | 1947
June 1, 2022 | 583
June 1, 2022 | 1888
June 1, 2022 | 708
June 1, 2022 | 583
June 1, 2022 | 917
July 8, 2022 | 217
September 6, 2022 | 3000
September 6, 2022 | 3090
September 6, 2022 | 1125
September 6, 2022 | 2667
September 6, 2022 | 416
September 6, 2022 | 583
September 6, 2022 | 2500
September 6, 2022 | 3267
September 6, 2022 | 916
January 8, 2023 | 1458
January 8, 2023 | 792
January 8, 2023 | 792
January 8, 2023 | 583
January 8, 2023 | 625
January 8, 2023 | 10000
March 16, 2023 | 500
March 16, 2023 | 542
March 16, 2023 | 583
March 16, 2023 | 667
March 16, 2023 | 688
March 16, 2023 | 2000
March 16, 2023 | 1167
March 16, 2023 | 2667
March 16, 2023 | 3333
March 16, 2023 | 5000
March 16, 2023 | 7500
April 17, 2023 | 5000
April 10, 2023 | 2750
April 26, 2023 | 6600

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June 1, 2023 | 6000
May 1, 2023 | 6900
April 26, 2023 | 1916
August 4, 2023 | 1083
August 4, 2023 | 1083
August 4, 2023 | 750
August 4, 2023 | 1500
August 4, 2023 | 750
August 4, 2023 | 1500
August 4, 2023 | 1833
August 4, 2023 | 2833
August 4, 2023 | 3083
August 4, 2023 | 4340
November 17, 2023 | 2250
November 17, 2023 | 5866
November 17, 2023 | 1083
November 17, 2023 | 1083
November 17, 2023 | 2083
November 17, 2023 | 2166
November 17, 2023 | 2333
November 17, 2023 | 750
January 18, 2024 | 2000
January 18, 2024 | 3000
January 18, 2024 | 3000
January 18, 2024 | 3000
January 18, 2024 | 4000
January 18, 2024 | 5000
January 18, 2024 | 2000
January 18, 2024 | 5000
January 18, 2024 | 1833
January 18, 2024 | 1083
January 18, 2024 | 542
January 18, 2024 | 625
January 18, 2024 | 728
January 18, 2024 | 9333
January 18, 2024 | 1083
January 18, 2024 | 5000
April 18, 2024 | 6993
June 25, 2024 | 667
June 25, 2024 | 542
June 25, 2024 | 2166
June 25, 2024 | 625
June 25, 2024 | 139

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June 25, 2024 | 153
June 25, 2024 | 153
June 25, 2024 | 666
June 25, 2024 | 165
September 6, 2024 | 170
September 6, 2024 | 153
September 6, 2024 | 467
September 6, 2024 | 2000
September 6, 2024 | 181
September 6, 2024 | 125
September 6, 2024 | 236
September 6, 2024 | 583
September 6, 2024 | 330
September 6, 2024 | 288
September 6, 2024 | 376
September 6, 2024 | 389
September 6, 2024 | 848
September 6, 2024 | 314
December 16, 2024 | 171
December 16, 2024 | 615
December 16, 2024 | 525
December 16, 2024 | 444
December 16, 2024 | 460
December 16, 2024 | 556
December 16, 2024 | 264
December 16, 2024 | 450
December 16, 2024 | 208
December 16, 2024 | 106
December 16, 2024 | 117
December 16, 2024 | 188
December 16, 2024 | 211
December 16, 2024 | 1377
April 9, 2025 | 577
April 9, 2025 | 278
April 9, 2025 | 264
April 9, 2025 | 222
April 9, 2025 | 181
April 9, 2025 | 778
April 9, 2025 | 839
April 9, 2025 | 1625
April 9, 2025 | 194
April 9, 2025 | 675
April 9, 2025 | 194

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April 9, 2025 | 319
April 9, 2025 | 430
April 9, 2025 | 5000
April 9, 2025 | 3811

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Determination Date | Number of RSUs
April 18, 2023 | 4858
November 29, 2023 | 5000
August 29, 2024 | 90
August 29, 2024 | 1846
November 14, 2024 | 1875
December 16, 2024 | 286
December 16, 2024 | 249
March 13, 2025 | 521
March 13, 2025 | 844
May 21, 2025 | 165

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