Beeline (BLNE) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held virtually on October 2, 2025, to elect six directors, approve the 2025 Equity Incentive Plan, increase Common Stock issuable under Series G Convertible Preferred Stock and Warrants, and allow adjournment if needed.

• Voting is available via internet, email, fax, mail, or during the meeting, with a record date of August 8, 2025.

• Proxy materials are provided electronically to reduce environmental impact, with printed copies available upon request.

Voting matters and shareholder proposals

• Four main proposals: election of six directors, approval of the Amended and Restated 2025 Equity Incentive Plan, approval of increased Common Stock under Series G and Warrants, and adjournment if necessary.

• Plurality required for director election; majority of shares present and entitled to vote required for other proposals.

• Abstentions count as votes against Proposals 2-4 but not for director elections.

• No appraisal rights are available for any proposal.

• Shareholder proposals for the 2026 meeting must be submitted by April 20, 2026, for inclusion.

Board of directors and corporate governance

• Six director nominees, all currently serving, with diverse backgrounds in finance, real estate, technology, and public company leadership.

• Three standing committees: Audit, Compensation, and Nominating & Corporate Governance, each with independent members and written charters.

• All directors except the CEO are independent under Nasdaq rules.

• Board and committees met regularly in 2024, with high attendance.

• Code of Business Conduct and Ethics applies to all employees, officers, and directors.