Proxy Statement Form 8 K

Item 5.08Shareholder Director Nominations.

On October 15, 2024, the Board of Directors (the "Board") of Moving iMage Technologies, Inc. (the "Company") determined that the Company's Annual Meeting of Stockholders for fiscal year 2025 will be held on December 19, 2024 at 10:00 a.m. Pacific Time (the "Annual Meeting"). The Board established the close of business on October 30, 2024 as the record date for the determination of stockholders who are entitled to notice of and to vote at the Annual Meeting or any adjournment or postponement thereof. The Company will provide additional details regarding the location and matters to be voted on at the Annual Meeting in the Company's proxy statement for the Annual Meeting to be filed with the Securities and Exchange Commission (the "SEC") prior to the Annual Meeting.

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Because the Company's Annual Meeting has been changed by more than 30 calendar days from the anniversary date of the 2024 Annual Meeting of Stockholders, the Company is providing the due date for submission of any qualified stockholder proposal or qualified stockholder nominations.

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Stockholders of the Company who wish to have a proposal considered for inclusion in the Company's proxy materials for the 2025 Annual Meeting pursuant to Rule 14a-8 under the Securities Exchange Act of 1934 (the "Exchange Act"), must ensure that such proposal is received by the Company's Secretary at 17760 Newhope Street, Fountain Valley, California 92708, on or before the close of business on October 30, 2024, which the Company has determined to be a reasonable time before it expects to begin to print and send its proxy materials in accordance with Rule 14a-5(f) and Rule 14a-8(e) under the Exchange Act. Stockholder proposals must comply with the Company's Amended and Restated Bylaws and the SEC's rules and regulations regarding the inclusion of stockholder proposals in proxy materials in order to be eligible for inclusion in the proxy materials for the 2025 Annual Meeting.

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Additionally, stockholders who wish to bring business before the 2025 Annual Meeting outside of Rule 14a-8 of the Exchange Act or to nominate a person for election as a director must ensure that written notice of such proposal (including all information set forth in the Amended and Restated Bylaws) is received by the Company's Secretary at address specified above no later than October 30, 2024. Any such proposal must meet the requirements set forth in the Company's Amended and Restated Bylaws in order to be brought before the 2025 Annual Meeting.

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In addition, to comply with the SEC's universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Company's nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act by October 25, 2024, which is the 10th calendar date following the date hereof.

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