FG Nexus (FGNX) Proxy Filing summary

Executive summary

• Annual meeting scheduled for December 19, 2024, to be held virtually, with voting on key proposals including director elections, equity plan amendment, auditor ratification, and executive compensation advisory vote.

• Board recommends approval of all proposals, including the election of seven director nominees and an increase in shares authorized under the 2021 Equity Incentive Plan.

• Recent corporate actions include a 1-for-25 reverse stock split effective October 31, 2024, and mergers with FGH and SGE, impacting board composition and controlled company status.

Voting matters and shareholder proposals

• Proposals include: (1) election of seven directors, (2) approval of Amendment No. 2 to the 2021 Equity Incentive Plan, (3) ratification of Haskell & White LLP as independent auditor, and (4) advisory say-on-pay vote for executive compensation.

• Board recommends voting FOR all proposals; major shareholders and affiliated entities intend to support all items.

• Shareholders of record as of November 8, 2024, are eligible to vote; voting can be done online, by phone, mail, or during the virtual meeting.

Board of directors and corporate governance

• Board consists of seven directors, six of whom are independent; diversity includes a female and an African American director.

• Chairman and CEO roles are combined, currently held by D. Kyle Cerminara, the largest stockholder.

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

• No lead independent director; independent directors meet in executive session.