SPAR Group (SGRP) investor relations material

Executive summary

• The 2026 Annual Meeting will be held virtually on June 11, 2026, to vote on director elections, auditor ratification, executive compensation, and a new stock compensation plan.

• Seven directors are nominated, including four for contractually dedicated seats per shareholder agreements.

• Grant Thornton LLP is proposed as the new principal independent auditor for 2026, replacing BDO USA, P.C.

• Shareholders will vote on the adoption of a new 2026 Stock Compensation Plan, authorizing 2,000,000 shares for equity awards.

• No shareholder proposals or nominations were submitted for this meeting.

Voting matters and shareholder proposals

• Proposals include: (1) election of seven directors, (2) ratification of Grant Thornton LLP as auditor, (3) advisory approval of executive compensation, and (4) approval of the 2026 Stock Compensation Plan.

• Four board seats are contractually dedicated, with nominees designated by major shareholders.

• All proposals are recommended for approval by the Board.

Board of directors and corporate governance

• The board consists of seven members, including three Super Independent Directors as required by the 2026 By-Laws.

• Board committees include Audit, Compensation, and Governance, each with defined charters and independence requirements.

• Contractually dedicated seats ensure representation for major shareholders until January 2027.

• Directors must sign irrevocable resignation letters, effective upon certain conditions.