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 to approve potential adjournment to solicit more proxies if needed.

• Board unanimously recommends voting in favor of both proposals, citing alignment with modern governance and majority shareholder interests.

• Shareholders of record as of July 17, 2026, are eligible to vote; dissenters' rights are available under South Carolina law.

Voting matters and shareholder proposals

• Main proposal is to amend 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 assert dissenters' rights and receive fair value for shares if they do not support the amendment and follow statutory procedures.

• No other substantive matters are expected at the meeting; proxyholders have discretion for unforeseen business.

Board of directors and corporate governance

• Board argues cumulative voting gives disproportionate influence to minority shareholders and is outdated.

• If amendment passes, Board will adopt a director resignation policy for uncontested elections and a proxy access bylaw for significant long-term shareholders.

• Board plans to increase its size from four to at least six directors, adding independent members over the next year.

• Advance notice bylaw for director nominations will be modernized to require 60 days' notice.