FG Nexus (FGNX) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for December 19, 2024, to address director elections, equity plan amendments, auditor ratification, and executive compensation advisory votes.

• Shareholders of record as of November 8, 2024, are eligible to vote on these matters.

• The Board recommends voting in favor of all proposals, including the election of seven director nominees and the amendment to the equity incentive plan.

Voting matters and shareholder proposals

• Proposals include electing seven directors, approving an amendment to the 2021 Equity Incentive Plan, ratifying the appointment of Haskell & White LLP as auditor, and an advisory vote on executive compensation.

• The Board recommends voting FOR all proposals.

• Shareholder proposals for the 2025 meeting must be submitted by September 20, 2025.

Board of directors and corporate governance

• The Board consists of seven directors, six of whom are independent under Nasdaq and SEC rules.

• Board diversity includes one female and one African American director.

• The Chairman, D. Kyle Cerminara, also serves as CEO and is the largest stockholder.

• The company is no longer a "controlled company" under Nasdaq rules following recent mergers.

• Three standing committees: Audit, Compensation and Management Resources, and Nominating and Corporate Governance, all with independent members.