FG Communities (FGC) Proxy filing summary

Executive summary

• Annual meeting set for November 30, 2026, at 10:00 a.m. ET as a virtual meeting; stockholders of record on October 1, 2026, may vote.

• Proposals cover eight director elections, BPM LLP auditor ratification, advisory say-on-pay, and say-on-pay frequency; the Board recommends voting for all and an annual compensation vote.

Voting matters and shareholder proposals

• Eight nominees seek one-year terms; directors are elected by plurality, and withholding votes and broker non-votes have no effect on the result.

• BPM LLP ratification and say-on-pay each require a majority of votes properly cast; the frequency option with the most votes prevails.

• Proposal 2 is routine; director elections and Proposals 3 and 4 are non-routine, so brokers cannot vote those matters without instructions.

• Rule 14a-8 proposals for the 2027 annual meeting are due June 23, 2027; other proposals or director nominations generally require notice between August 2 and September 1, 2027.

Board of directors and corporate governance

• Six of eight current directors are independent; D. Kyle Cerminara serves as both CEO and Board Chair, with Scott D. Wollney as Lead Independent Director and Audit Committee Chair.

• The Board held 27 meetings in 2025; no director attended fewer than 75% of applicable Board and committee meetings.

• Independent Audit, Compensation & Management Resources, and Nominating & Corporate Governance committees oversee financial reporting, executive pay, and governance.

• Following Maja Vujinovic’s June 30, 2026 departure and Board resignation, the Board decided not to fill the vacancy.