DEF 14A: FingerMotion Sets 2026 Annual Meeting, Board Elections

FingerMotion, Inc. announced its upcoming Annual Meeting of Stockholders on February 26, 2026, to elect directors, ratify auditors, and vote on executive compensation.

Summary

• The Annual Meeting of Stockholders for FingerMotion, Inc. will be held on February 26, 2026, at 10:00 a.m. (Pacific Time) in Vancouver, British Columbia, Canada.
• Stockholders of record as of January 14, 2026, are entitled to vote at the Annual Meeting.
• Key proposals include the election of six directors (Martin Shen, Hsien Loong Wong, Yew Poh Leong, Eng Ho Ng, Tuck Seng Low, and Yang Yeat Choe), ratification of CT International LLP as the independent registered public accounting firm, and a non-binding advisory vote on named executive officer compensation.
• As of the Record Date, 61,281,308 shares of common stock were issued, outstanding, and entitled to vote.
• A quorum for the meeting requires 33 and 1/3 percent (33.33%) of the issued and outstanding common stock.
• The company reported net losses of $5,112,804 for fiscal year 2025, $3,812,017 for fiscal year 2024, and $7,539,142 for fiscal year 2023.
• Cumulative total shareholder return (TSR) for an initial $100 investment on February 28, 2021, was $10.35 by fiscal year 2025, down from $23.18 in fiscal year 2024 and $12.50 in fiscal year 2023.

Sentiment

Score: 3

Explanation: The filing details standard corporate governance procedures and board composition, which are generally positive for transparency. However, the disclosed financial performance (consistent net losses and declining Total Shareholder Return) is a significant negative factor for investors. The lack of specific comparable companies for compensation and the absence of formal employment agreements for NEOs also add a degree of uncertainty.

Positives

• The company has a well-structured corporate governance framework, including four independent board committees: Audit, Nominating and Corporate Governance, Compensation, and Risk and Information Security.
• All four non-executive directors (Hsien Loong Wong, Yew Poh Leong, Eng Ho Ng, and Tuck Seng Low) are determined to be independent under Nasdaq listing standards.
• The Board adopted a Code of Business Conduct and Ethics, Securities Trading and Reporting Guidelines, and a Clawback Policy to promote ethical conduct, compliance, and accountability.
• The company's executive compensation program aims to attract, retain, and reward a knowledgeable and driven management team, aligning their interests with stockholders through equity-based compensation.

Negatives

• The company reported significant net losses for the past three fiscal years: $5,112,804 in 2025, $3,812,017 in 2024, and $7,539,142 in 2023.
• Total Shareholder Return (TSR) has shown significant volatility and a decline, with an initial $100 investment on February 28, 2021, valued at $10.35 by fiscal year 2025, down from $23.18 in 2024.
• Named Executive Officers (NEOs) do not have formal employment agreements as of February 28, 2025.
• Audit fees increased substantially from $80,000 in 2024 to $150,000 in 2025, and total principal accountant fees increased from $101,000 to $190,000.

Risks

• Potential conflicts of interest may arise as certain directors and officers serve as directors and officers of other companies.
• The company's compensation policies and practices are structured to mitigate inappropriate risk-taking by providing a meaningful portion of total compensation in equity incentives, but this is an ongoing monitoring responsibility for the Compensation Committee.
• The company's TSR reflects volatility in its share price, which could impact investor confidence and executive compensation tied to equity awards.

Future Outlook

The company is actively developing additional performance-based incentives for its executive team, which are expected to directly tie compensation to the achievement of strategic objectives and operational targets. The next non-binding advisory vote on executive compensation (say-on-pay) will be held at the company's annual meeting of stockholders in 2027.

Management Comments

• Martin Shen, CEO, stated that the Annual Report, including financial statements for the fiscal year ended February 28, 2025, does not constitute any part of the material for the solicitation of proxies.
• The Board has no reason to believe that any nominee is unable or unwilling to serve, but if a nominee should determine not to serve, the proxyholders will have the discretion and intend to vote for another candidate nominated by the Board.
• The Compensation Committee and Board believe that existing compensation practices and policies mitigate against inappropriate risk-taking by providing a meaningful portion of total compensation in the form of equity incentives, promoting long-term rather than short-term financial performance.

Industry Context

This proxy statement reflects standard corporate governance practices for publicly traded companies, including the annual election of directors, ratification of auditors, and an advisory vote on executive compensation, as mandated by SEC regulations and Nasdaq listing standards. The establishment of specialized board committees (Audit, N&CG, Compensation, RIS) and the adoption of policies like a Code of Conduct and Clawback Policy are consistent with best practices in corporate governance aimed at enhancing transparency, accountability, and risk management in the current regulatory environment.

Comparison to Industry Standards

• The company states that it compensates its Named Executive Officers (NEOs) at levels comparable to executive officers of companies within its industry at similar stages of growth, using salary data of comparable private and public companies as a benchmark. However, no specific comparable companies, projects, or results are detailed in the filing.

Management Changes

Corporate Governance

Legal Proceedings

• There are currently no legal proceedings to which any of the directors or officers is a party adverse to the company or in which any of them has a material interest adverse to the company.

Related Party Transactions

• No directors, officers, nominees for director, 10% beneficial owners, or their immediate family members have had any material interest, direct or indirect, in any transaction with the company or in any presently proposed transaction that has or will materially affect the company.

Stakeholder Impact

• Shareholders: Will participate in key governance decisions at the Annual Meeting, including director elections and executive compensation, and are directly impacted by the company's net losses and declining Total Shareholder Return.
• Employees: The company's compensation program aims to attract, retain, and reward a knowledgeable and driven management team, and future performance-based incentives are being developed.
• Management: Executive compensation is reviewed semi-annually, benchmarked against industry peers, and includes equity-based incentives to align interests with long-term company success. The Clawback Policy introduces a mechanism for recovery of erroneously awarded compensation.

Next Steps

• Stockholders will vote on the election of directors, ratification of the independent registered public accounting firm, and a non-binding advisory resolution on executive compensation at the Annual Meeting on February 26, 2026.
• The company will consider stockholder sentiment from the say-on-pay vote when determining future executive compensation.
• Stockholders wishing to submit proposals for the 2027 Annual Meeting must adhere to specific deadlines: September 29, 2026, for Rule 14a-8 proposals; December 13, 2026, for other business; and December 28, 2026, for universal proxy director nominees.

Key Dates

Recommendation

This filing is a standard proxy statement for an annual meeting, primarily focused on corporate governance, director elections, and executive compensation disclosures. While it reveals continued net losses and a declining Total Shareholder Return, these financial results pertain to the fiscal year ended February 28, 2025, and would have been previously disclosed in the company's Form 10-K. The document does not contain new, material financial or strategic information that would significantly alter the company's valuation or outlook beyond what is already known. The robust corporate governance framework and experienced board are positive, but the ongoing financial losses warrant caution. Therefore, a 'hold' recommendation is appropriate, as the filing itself does not present a strong catalyst for either buying or selling, but rather confirms existing operational challenges.

Keywords

FingerMotion, Proxy Statement, Annual Meeting, Corporate Governance, Director Election, Executive Compensation, SEC Filing, Financial Performance, Net Loss, Shareholder Return, Audit Committee, Risk Management