Alliance Entertainment (AENT) Proxy Filing summary

Executive summary

• The 2024 Annual Meeting will be held virtually on November 7, 2024, to elect two Class I directors and approve an amendment to the 2023 Omnibus Equity and Incentive Plan, increasing available shares from 600,000 to 1,000,000.

• Only stockholders of record as of September 23, 2024, are entitled to vote; voting can be done online, by phone, mail, or during the meeting.

• The Board recommends voting in favor of both proposals and emphasizes the importance of stockholder engagement and participation.

• Proxy materials and the annual report are available online, and preliminary voting results will be announced at the meeting.

Voting matters and shareholder proposals

• Proposal 1: Elect W. Tom Donaldson III and Chris Nagelson as Class I directors until the 2027 Annual Meeting.

• Proposal 2: Approve an amendment to the 2023 Omnibus Equity and Incentive Plan to increase authorized shares for equity awards.

• Both proposals are considered non-routine; brokers cannot vote without instructions from beneficial owners.

• Stockholders may submit additional proposals for the 2025 meeting by specified deadlines.

Board of directors and corporate governance

• The Board consists of six directors divided into three classes, with a majority being independent under Nasdaq standards.

• Board committees (audit, compensation, nominating) are composed entirely of independent directors.

• The Board separates the roles of Chairman and CEO for effective oversight; no lead independent director is designated.

• Board diversity is tracked and disclosed; directors are expected to attend annual meetings.

• Stockholders can recommend director candidates and communicate directly with the Board.