Daily Journal (DJCO) Proxy filing summary

Executive summary

• Special Meeting scheduled for September 10, 2026, to vote on eliminating cumulative voting in director elections and, if needed, to adjourn the meeting to solicit more proxies.

• Board unanimously recommends eliminating cumulative voting to align with modern governance and majority shareholder interests.

• Shareholders not voting in favor may assert dissenters' rights and receive fair value for their shares in cash, as determined by a South Carolina court.

Voting matters and shareholder proposals

• Main proposal is to amend the Articles of Incorporation to eliminate cumulative voting rights in director elections.

• Secondary proposal allows adjournment of the meeting to solicit additional proxies if necessary.

• Shareholders may also vote on any other matters that properly come before the meeting.

• Board recommends voting FOR both proposals.

Board of directors and corporate governance

• Elimination of cumulative voting is part of a broader governance modernization package.

• Board intends to adopt a director resignation policy for uncontested elections and a proxy access bylaw for long-term shareholders.

• Board size will increase from four to at least six directors over the next year, with new seats filled by independent directors.

• Advance notice provision for director nominations will be updated to require 60 days' notice.