Zapata Quantum will ask shareholders to vote on six proposals at its October 9 annual meeting, including director elections, reverse splits, auditor ratification and executive compensation. The vote matters because holders will decide the company’s proposed governance, capital-structure and pay-related actions at a virtual meeting.

Key Highlights

  • Sumit Kapur’s 2025 total compensation was $926,406, including $520,458 in option awards.
  • The Record Date covered 193,780,862 common shares entitled to vote.
  • The October 9 annual meeting will be conducted virtually through an audio conference call.

Zapata Quantum, Inc. (OTC: ZPTA) is asking stockholders to vote on six proposals at its 2026 annual meeting on October 9, including the election of directors and approval of reverse splits. The ballot also covers auditor ratification, say-on-pay, say-on-frequency and adjournment. The meeting will be held virtually, with no in-person session.

Six Proposals Set for October

Proposal 1 concerns the election of directors. Proposal 2 seeks approval for reverse splits. Proposal 3 asks shareholders to ratify the selection of the independent registered public accounting firm. Proposal 4 covers approval of the say-on-pay proposal. Proposal 5 asks shareholders to approve the say-on-frequency proposal. Proposal 6 would allow an adjournment. Zapata Quantum set September 9 as the record date for determining which stockholders may receive notice and vote at the meeting or any postponement. The record date included 193,780,862 common shares (193.8 million) issued, outstanding and entitled to vote, with each common share carrying one vote on each matter. The voting pool also included 7,091 Series C convertible Preferred Shares and 14,375 Series D convertible preferred shares. Series C shares convert into 1,000 common shares each, while Series D shares convert based on stated value divided by the conversion price, initially set at $0.4391 per share.

Kapur Compensation Detailed

Sumit Kapur’s 2025 compensation consisted of $350,000 in salary, $13,000 in stock awards, $520,458 in option awards and $42,948 in other compensation, producing a total of $926,406. The other compensation amount included health insurance. Those Options vest in equal monthly increments, with the first grant spread over two years and the second over four years. The reported option-award value reflects the grant’s fair Market Value under ASC 718 rather than economic value realized by Kapur. The compensation table lists Kapur’s 2024 salary at $309,167, with $483,434 in option awards and a total of $826,358. His 2024 compensation also included an inducement award of 656,370 options carrying an exercise price of $1.12.

Meeting Mechanics and Pay Measures

Proxy materials were first mailed to stockholders on or about September 14. The annual meeting will take place through an audio conference call, and no physical meeting location will be used. The compensation disclosure reports $10,147,948 as compensation actually paid to Kapur for 2025. The calculation includes the $926,406 summary compensation total, a $533,458 deduction for stock and option awards, an $8,955,000 year-end Fair Value addition for outstanding and unvested Equity awards granted during the year, a $427,000 year-over-year fair-value change for prior-year awards, a $51,000 addition for equity awards granted and vested during the year, and a $322,000 change in the value of prior-year awards that vested. The say-on-pay and say-on-frequency matters are listed alongside director elections, reverse-split approval, auditor ratification and adjournment on the October 9 ballot.