Banzai Sets Virtual Shareholder Meeting, Board Backs Director Re-election, Auditor

TL;DR

**BNZIW's board is pushing through routine governance votes, signaling business as usual; expect no surprises here, just rubber-stamping.**

AI Summary

Banzai International, Inc. (BNZIW) is holding its 2025 annual shareholder meeting on January 15, 2026, virtually via Demio video webinar. Shareholders will vote on two key proposals: the re-election of all Class II directors to serve until the third annual meeting following this one, and the approval, ratification, and confirmation of Bush & Associates CPA LLC as the company's independent auditors for the year ending December 31, 2025. The Board of Directors unanimously recommends a 'FOR' vote on both proposals. As of the Record Date, December 8, 2025, there were 9,110,970 shares of Class A Common Stock and 231,114 shares of Class B Common Stock outstanding, totaling 11,422,110 eligible votes, with Class B shares carrying ten votes each. Shareholders are strongly encouraged to vote by proxy before January 14, 2026, 11:59 p.m. EST, as no voting will occur during the virtual meeting itself. The company will bear all proxy solicitation costs.

Why It Matters

This DEF 14A filing outlines Banzai International's routine governance matters, crucial for maintaining investor confidence and operational integrity. The re-election of Class II directors ensures leadership continuity, while the ratification of Bush & Associates as independent auditors for fiscal year 2025 provides essential financial oversight and transparency, directly impacting investor trust. For employees, stable governance signals a clear strategic direction. In a competitive market, robust corporate governance, including independent auditing, is vital for Banzai to attract and retain investment, differentiating it from less transparent peers.

Risk Assessment

Risk Level: low — The filing primarily addresses routine corporate governance matters: director re-election and auditor ratification. There are no indications of significant financial distress, strategic shifts, or contentious shareholder proposals. The Board's unanimous recommendation for all proposals further reduces immediate risk.

Analyst Insight

Investors should review the director nominees' qualifications and Bush & Associates' history, then vote their proxies 'FOR' the proposals as recommended by the Board to support stable governance. Given the routine nature, no immediate trading action is suggested based solely on this filing.

Key Numbers

• 11,422,110 — Total votes eligible (Calculated from 9,110,970 Class A shares (1 vote each) and 231,114 Class B shares (10 votes each) as of December 8, 2025.)
• 10 — Votes per Class B share (Class B Common Stock holders have ten votes per share, significantly impacting voting power.)
• January 15, 2026 — Annual Meeting Date (The virtual annual shareholder meeting will be held at 8:00 a.m. PT.)
• December 8, 2025 — Record Date (Shareholders of record on this date are eligible to vote at the meeting.)
• December 31, 2025 — Fiscal Year End (Bush & Associates CPA LLC is appointed as independent auditors for this fiscal year.)

Key Players & Entities

• Banzai International, Inc. (company) — Registrant and Company for the DEF 14A filing
• BNZIW (company) — Ticker for Banzai International, Inc.
• Bush & Associates CPA LLC (company) — Independent auditors for the year ending December 31, 2025
• Joseph Davy (person) — Chief Executive Officer and appointed proxy
• Securities and Exchange Commission (regulator) — Regulatory body for DEF 14A filings
• Continental Stock Transfer & Trust Company (company) — Transfer agent for Banzai International, Inc.
• December 8, 2025 (date) — Record Date for voting eligibility
• January 15, 2026 (date) — Date of the 2025 annual shareholder meeting
• 9,110,970 (dollar_amount) — Shares of Class A Common Stock outstanding on Record Date
• 231,114 (dollar_amount) — Shares of Class B Common Stock outstanding on Record Date

FAQ

Industry Context

Banzai International operates within a dynamic technology sector, likely focusing on software, digital services, or e-commerce solutions. The industry is characterized by rapid innovation, intense competition, and evolving customer demands. Companies in this space often rely on strong intellectual property, effective marketing, and scalable infrastructure to maintain market share and drive growth.

Regulatory Implications

As a publicly traded company, Banzai International is subject to SEC regulations and reporting requirements, including the timely filing of proxy statements like this DEF 14A. Compliance with corporate governance standards and accurate financial disclosures are critical to maintaining investor confidence and avoiding regulatory scrutiny.

What Investors Should Do

1. Vote by Proxy
2. Review Proxy Materials
3. Attend Virtual Meeting (Optional)

Key Dates

• 2025-12-08: Record Date — Shareholders of record on this date are eligible to vote at the annual meeting.
• 2025-12-15: Mailing of Proxy Materials — Shareholders begin receiving the Notice of Annual Meeting and proxy statement, initiating the proxy voting period.
• 2026-01-14T23:59:00: Proxy Voting Deadline — Shareholders must submit their proxies by this deadline to ensure their votes are counted, as no voting will occur during the virtual meeting.
• 2026-01-15: 2025 Annual Shareholder Meeting — The meeting will be held virtually, where shareholders will vote on director re-elections and auditor ratification.
• 2026-12-31: Fiscal Year End — The independent auditors, Bush & Associates CPA LLC, are appointed for this fiscal year.

Glossary

DEF 14A

A filing with the SEC that provides detailed information to shareholders about matters to be voted on at an annual meeting. (This document is the primary source of information for the Banzai International, Inc. 2025 annual shareholder meeting.)

Proxy Statement

A document that the SEC requires companies to provide to shareholders before a shareholder meeting, containing information about the meeting's agenda and the company's operations. (This document outlines the proposals, board recommendations, and voting procedures for Banzai International's shareholders.)

Record Date

A specific date set by a company to determine which shareholders are eligible to receive notice of and vote at a shareholder meeting. (Shareholders who owned stock on December 8, 2025, are eligible to vote at the January 15, 2026 meeting.)

Class A Common Stock

A class of common stock that typically carries one vote per share. (Represents the majority of outstanding shares (9,110,970) and votes (one per share) for Banzai International.)

Class B Common Stock

A class of common stock that often carries superior voting rights, such as multiple votes per share. (With 231,114 shares, Class B stock holds significant voting power due to its ten votes per share, totaling 2,311,140 votes.)

Independent Auditors

An external accounting firm hired by a company to audit its financial statements and provide an independent opinion on their fairness and accuracy. (Bush & Associates CPA LLC is proposed to be ratified as Banzai International's independent auditor for the fiscal year ending December 31, 2025.)

Virtual Meeting

A shareholder meeting conducted entirely online, allowing remote participation via a web-based platform. (Banzai International is holding its 2025 annual meeting virtually via Demio, requiring shareholders to vote by proxy in advance.)

Year-Over-Year Comparison

This filing is for the 2025 annual meeting, and specific comparative financial data from the previous year's proxy statement (e.g., 2024) is not detailed within this document. However, the mention of the 'Annual Report on Form 10-K for year ended December 31, 2024' suggests that historical financial performance is available in that separate filing, which would be necessary for a year-over-year comparison of revenue, margins, and other key metrics.

Key Financial Figures

• $0.00001 — of the Class A Common Stock, par value $0.00001 per share (the “ Class A Common S
• $0.0001 — tock ”) and Class B Common Stock, $0.0001 par value per share (the “ Class

Filing Documents

• formdef14a.htm (DEF 14A) — 4361KB
• formdef14a_001.jpg (GRAPHIC) — 8KB
• 0001493152-25-027736.txt ( ) — 4373KB

From the Filing

DEF 14A 1 formdef14a.htm DEF 14A UNITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy (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 under §240.14a-12 (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. Banzai International, Inc. 435 Ericksen Ave. Suite 250, Bainbridge Island, Washington 98110 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS To the Shareholders of Banzai International, Inc.: You are cordially invited to attend the 2025 annual shareholder meeting of Banzai International, Inc. (the “ Company ” or “ Banzai ”) to be held on January 15, 2026, at 8:00 a.m. PT, as a virtual electronic meeting using a Demio video webinar (the “ Meeting ”). The Meeting will be held virtually via the Internet only with no physical in-person meeting excluding the Board of Directors. Technology will be incorporated into the Meeting to increase efficiency and provide for shareholder participation. In addition to on-line attendance, shareholders can hear all portions of the Meeting, submit written questions during the Meeting and listen to live responses to shareholder questions. To attend the virtual Meeting, go to the Demio link below: https://my.demio.com/ref/avsHdyIA27S7fLH4 After you register with your name and email address, so that we can log attendees, you will be taken into the waiting room until the meeting begins. This proxy statement is furnished in connection with the solicitation of proxies by the Board of Directors (the “Board” ) of Banzai International, Inc. (the “Company” ) for use at the annual meeting of Shareholders of the Company (the “Meeting” ) and at all adjournments and postponements thereof. The Meeting will be held on January 15, 2026, at 8:00 a.m. PT, to consider and vote upon the proposals noted below. To re-elect all Class II directors named in this Proxy Statement to hold office until the third annual meeting of shareholders following this Meeting and until his respective successor is elected and duly qualified. To approve, ratify and confirm the appointment of Bush & Associates CPA LLC (“ Bush & Associates ”) as the Company’s independent auditors for the year ending December 31, 2025, and to authorize the Board of Directors to fix their remuneration. Shareholders will also be asked to approve a proposal to adjourn the annual meeting to a later date if necessary to solicit additional proxies if there are not sufficient votes at the time of the annual meeting, or any adjournment or postponement thereof, to approve the foregoing matters. THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF THE PROPOSALS. Holders of record of the Class A Common Stock, par value $0.00001 per share (the “ Class A Common Stock ”) and Class B Common Stock, $0.0001 par value per share (the “ Class B Common Stock, ” together with the Class A Common Stock, the “ Company Stock ”) at the close of business on December 8, 2025 (the “Record Date” ) will be entitled to notice of, and to vote at, this Meeting and any adjournment or postponement thereof. Each share of Class A Common Stock entitles the holder thereof to one vote and each share of Class B Common Stock entitles the holder thereof to ten votes. Your vote is important, regardless of the number of shares you own. Due to the virtual nature of the Meeting, you are urged to vote in favor of each of the proposals by so indicating on the enclosed Proxy and by signing and returning the enclosed Proxy as promptly as possible, before 11:59 p.m. EST on January 14, 2026, whether or not you plan to attend the Meeting virtually. The enclosed Proxy is solicited by the Company’s Board of Directors. Any shareholder giving a Proxy may revoke it prior to the time it is voted by notifying the Secretary, in writing, to that effect, by filing with him/her a later dated Proxy. You will not be able to vote at the Meeting; therefore, it is strongly recommended that you complete the enclosed proxy card before 11:59 p.m. EST on January 14, 2026, to ensure that your shares will be represented at this Meeting. A complete list of Shareholders of record entitled to vote at this Meeting will be available for ten days before this Meeting at the principal executive office of the Company for inspection by Shareholders

View Full Filing

View this DEF 14A filing on SEC EDGAR