Syra Health to Vote on Board, Auditor, and Key Class B Stock Amendments

TL;DR

**SYRA's proposed Class B stock changes are a power play to lock in control; Class A holders should scrutinize the long-term implications.**

AI Summary

Syra Health Corp. (SYRA) is holding its Annual Meeting of Stockholders on November 14, 2025, at 9:00 a.m. Eastern Standard Time, at its offices in Carmel, IN. Stockholders will vote on four key proposals: electing five members to the Board of Directors, ratifying M&K CPAS, PLLC as the independent registered public accounting firm for fiscal year 2025, and two amendments to the Amended and Restated Certificate of Incorporation concerning Class B Common Stock. Specifically, one amendment seeks to delete Article IV, Section 4.2.8(D), which currently mandates automatic conversion of Class B Common Stock upon the death of a Class B stockholder. The second amendment proposes to add immediate family members, heirs, successors, and assigns as eligible transferees for Class B shares without triggering conversion. As of the September 17, 2025 record date, there were 11,339,169 shares of Class A common stock outstanding, each with one vote, and 600,000 shares of Class B common stock outstanding, each with 16.5 votes. The Board recommends a 'FOR' vote on all proposals, including the significant changes to Class B stock transferability and conversion rules.

Why It Matters

These proposals are crucial for Syra Health Corp. investors as they directly impact corporate governance and the long-term control structure of the company, particularly concerning Class B common stock. The proposed amendments to Class B stock transferability could consolidate control within a select group, potentially affecting liquidity and voting power for Class A shareholders. Ratifying the auditor ensures financial oversight, while board elections shape strategic direction. Competitively, maintaining a stable, controlled ownership structure could allow for long-term planning without immediate market pressures, but also raises questions about minority shareholder influence.

Risk Assessment

Risk Level: medium — The proposed amendments to Article IV, Section 4.2.8(D) and Section 4.2.8 of the Amended and Restated Certificate of Incorporation regarding Class B Common Stock introduce medium risk. By allowing Class B shares to be transferred to immediate family, heirs, successors, and assigns without conversion, the company is effectively entrenching the voting power of Class B holders (who have 16.5 votes per share compared to Class A's 1 vote per share), potentially reducing the influence of Class A shareholders and making future corporate control changes more difficult.

Analyst Insight

Investors should carefully review the implications of the Class B common stock amendments, as they could significantly alter the company's governance and shareholder power dynamics. Consider voting against these specific amendments if you believe they unduly concentrate control or diminish the rights of Class A shareholders. Engage with investor relations for clarification on the rationale behind these changes.

Key Numbers

• 11,339,169 — Class A Common Stock Shares Outstanding (As of September 17, 2025, each with one vote.)
• 600,000 — Class B Common Stock Shares Outstanding (As of September 17, 2025, each with 16.5 votes.)
• 16.5 — Votes per Class B Share (Significantly higher voting power compared to Class A shares.)
• 5 — Directors to be Elected (Number of members to be elected to the Board of Directors.)
• November 14, 2025 — Annual Meeting Date (Date of the Annual Meeting of Stockholders.)
• September 17, 2025 — Record Date (Date for determining stockholders entitled to vote.)
• 10,619,585 — Shares for Quorum (Minimum shares required to conduct business at the Annual Meeting.)

Key Players & Entities

• Syra Health Corp. (company) — Registrant and issuer of common stock
• M&K CPAS, PLLC (company) — Proposed independent registered public accounting firm for fiscal year 2025
• Priya Prasad (person) — Interim Chief Executive Officer of Syra Health Corp.
• SEC (regulator) — U.S. Securities and Exchange Commission
• Pacific Stock Transfer Company (company) — Transfer agent for Syra Health Corp.
• Delaware (regulator) — State law governing appraisal rights
• $11,339,169 (dollar_amount) — Number of Class A common stock shares outstanding as of September 17, 2025
• $600,000 (dollar_amount) — Number of Class B common stock shares outstanding as of September 17, 2025
• $10,619,585 (dollar_amount) — Number of shares required for a quorum at the Annual Meeting

FAQ

Industry Context

Syra Health Corp. operates within the healthcare sector, likely focusing on services or technology that support patient care or healthcare delivery. The industry is characterized by rapid technological advancements, evolving regulatory landscapes, and a constant drive for efficiency and improved patient outcomes. Companies in this space often face competition from both established players and innovative startups.

Regulatory Implications

The proposed amendments to the Certificate of Incorporation, particularly concerning Class B stock, could have implications for corporate governance and control. Changes to voting rights and transferability may need to comply with stock exchange rules and general corporate law. Ratifying the independent auditor is a standard regulatory requirement to ensure financial transparency.

What Investors Should Do

1. Review proposed amendments to Class B Common Stock provisions.
2. Vote on the election of five Board of Directors members.
3. Consider the ratification of M&K CPAS, PLLC as the independent auditor.
4. Ensure your vote is cast by the Annual Meeting date of November 14, 2025.

Key Dates

• 2025-11-14: Annual Meeting of Stockholders — Stockholders will vote on key proposals including board elections and amendments to the Certificate of Incorporation.
• 2025-09-17: Record Date — Determines which stockholders are entitled to vote at the Annual Meeting.
• 2025-09-19: Mailing of Notice of Internet Availability of Proxy Materials — Informs stockholders about the availability of proxy materials and how to access them.

Glossary

DEF 14A

A filing with the SEC that provides detailed information about a company's annual meeting and the matters to be voted on by shareholders. (This document is the proxy statement for Syra Health Corp.'s annual meeting.)

Class A Common Stock

A class of common stock with one vote per share. (Represents the majority of outstanding shares (11,339,169) and voting power for most matters.)

Class B Common Stock

A class of common stock with significantly higher voting power (16.5 votes per share) compared to Class A shares. (Although fewer in number (600,000 shares), these shares hold substantial voting influence, and proposed amendments directly affect their transferability and conversion rules.)

Amended and Restated Certificate of Incorporation

The primary governing document of the corporation, outlining its structure, powers, and stock provisions. (The proposed amendments to this document will alter the rules for Class B Common Stock conversion and transfer.)

Independent Registered Public Accounting Firm

An external audit firm hired to examine the company's financial statements and provide an opinion on their fairness and accuracy. (Stockholders are asked to ratify the appointment of M&K CPAS, PLLC for fiscal year 2025.)

Quorum

The minimum number of shares that must be represented at a meeting for business to be legally transacted. (A quorum is necessary for the Annual Meeting to proceed with voting on the proposals.)

Year-Over-Year Comparison

This filing is a proxy statement for the 2025 Annual Meeting and does not contain comparative financial data from a previous year's annual report or proxy statement. However, it does highlight significant proposed changes to the company's capital structure, specifically concerning the voting rights and transferability of Class B Common Stock, which are key governance considerations for investors.

Filing Documents

• formdef14a.htm (DEF 14A) — 371KB
• proxy_001.jpg (GRAPHIC) — 2316KB
• proxy_002.jpg (GRAPHIC) — 1177KB
• 0001493152-25-014246.txt ( ) — 9566KB
• syra-20241231.xsd (EX-101.SCH) — 3KB
• syra-20241231_def.xml (EX-101.DEF) — 5KB
• syra-20241231_lab.xml (EX-101.LAB) — 52KB
• syra-20241231_pre.xml (EX-101.PRE) — 39KB
• formdef14a_htm.xml (XML) — 3KB

From the Filing

UNITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION 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 SYRA HEALTH CORP. (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 SYRA HEALTH CORP. 1119 KEYSTONE WAY N., #201, CARMEL, IN, 46032 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS To Be Held on November 14, 2025 Dear Stockholder: We are pleased to invite you to attend the annual meeting of stockholders (the " Annual Meeting ") of Syra Health Corp. (" Syra " or the " Company "), which will be held on November 14, 2025 at 9:00 a.m. Eastern Standard Time, at our offices, located at 1119 Keystone Way N., #201, Carmel, IN, 46032, for the following purposes: 1. To elect five (5) members to our Board of Directors; 2. To ratify the appointment of M&K CPAS, PLLC as our independent registered public accounting firm for our fiscal year ending December 31, 2025; 3. To approve an amendment to our Amended and Restated Certificate of Incorporation to delete Article IV, Section 4.2.8(D) in its entirety which allows for the automatic conversion of Class B Common Stock upon death of a Class B stockholder; and 4. To approve an amendment to Section 4.2.8 of our Amended and Restated Certificate of Incorporation to add immediate family members, heirs, successors and assigns as parties to whom the Class B stockholder can transfer shares to without such Class B shares being converted. Our Board of Directors has fixed the close of business on September 17, 2025 as the record date for a determination of stockholders entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponement thereof. If You Plan to Attend Please note that space limitations make it necessary to limit attendance of the Annual Meeting to our stockholders. Registration and seating will begin at 7:00 a.m. Shares of Class A Common Stock and Class B Common Stock (collectively, the "Common Stock") can be voted at the Annual Meeting only if the holder thereof is present in person or by valid proxy. For admission to the Annual Meeting, each stockholder may be asked to present valid picture identification, such as a driver's license or passport, and proof of stock ownership as of the record date, such as the enclosed proxy card or a brokerage statement reflecting stock ownership. Cameras, recording devices and other electronic devices will not be permitted at the Annual Meeting. If you do not plan on attending the Annual Meeting, please vote, date and sign the enclosed proxy and return it in the business envelope provided. Even if you do plan to attend the Annual Meeting, we recommend that you vote your shares at your earliest convenience in order to ensure your representation at the Annual Meeting. Your vote is very important. Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to Be Held on November 14, 2025 at 9:00 a.m. Eastern Standard Time at our offices, located at 1119 Keystone Way N., #201, Carmel, IN, 46032. The proxy statement and annual report to stockholders are available at https://annualgeneralmeetings.com/syra2025. By the Order of the Board of Directors /s/ Priya Prasad Priya Prasad Interim Chief Executive Officer Dated: September 19, 2025 Whether or not you expect to attend the Annual Meeting in person, we urge you to vote your shares at your earliest convenience. This will ensure the presence of a quorum at the Annual Meeting. Promptly voting your shares will save us the expenses and extra work of additional solicitation. An addressed envelope for which no postage is required if mailed in the United States is enclosed if you wish to vote by mail. Submitting your proxy now will not prevent you from voting your shares at the Annual Meeting if you desire to do so, as your proxy is revocable at your option. Your vote is important, so please act today! 1 SYRA HEALTH CORP. 1119 KEYSTONE WAY N., #201, CARMEL, IN, 46032 PROXY 2025 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON NOVEMBER 14, 2025 The Board of Directors (the " Board ") of Syra Health Corp. (" Syra " or the " Company ") is soliciting your proxy to vote at the Annual Meeting of Stockholders (the " Annual Meeting ") which will be held on November 14, 2025 at 9:00 a.m. Eastern Standard Time, at our offices, located at 1119 Keystone Way N., #201, Carmel, IN, 46032, i

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