Destiny Media Technologies (DSNY) Proxy Filing summary

Executive summary

• The annual general meeting is scheduled for February 28, 2025, with four main proposals for shareholder vote, including director elections, auditor ratification, and advisory votes on executive compensation and its frequency.

• Shareholders of record as of January 17, 2025, are eligible to vote, with multiple voting methods available, including mail, phone, internet, or in-person.

• The Board recommends voting in favor of all proposals and emphasizes the importance of prompt proxy submission to ensure quorum.

Voting matters and shareholder proposals

• Proposal 1: Elect five directors to serve until the next annual meeting; Board recommends voting "FOR" all nominees.

• Proposal 2: Ratify Smythe LLP as independent auditor for fiscal year ending August 31, 2025; Board recommends "FOR."

• Proposal 3: Advisory vote on frequency of executive compensation votes; Board recommends every three years.

• Proposal 4: Advisory vote to approve executive compensation; Board recommends "FOR."

• Shareholder proposals for the 2026 meeting must be received by September 10, 2025, unless the meeting date changes significantly.

Board of directors and corporate governance

• The Board consists of five members, with four considered independent under TSX Venture Exchange and NYSE American standards.

• Committees include Audit, Compensation, and Nominating, all composed of independent directors.

• The Board separates the roles of CEO and Chairman for effective oversight and management.

• Director nominations consider integrity, experience, diversity, and willingness to serve; stockholders may submit nominations with required documentation.