Flash Sports & Media Holdings (FLZH) Proxy filing summary

Executive summary

• The annual meeting is scheduled for September 28, 2026, and will be held virtually to maximize shareholder participation.

• Shareholders will vote on director elections, auditor ratification, executive compensation, and an amended equity incentive plan.

• The board recommends voting in favor of all proposals and director nominees.

Voting matters and shareholder proposals

• Five directors are up for election to serve one-year terms.

• Ratification of Suri & Co. as the independent auditor for 2026 is proposed.

• Advisory approval of executive compensation (say-on-pay) is on the agenda.

• Approval sought for an amended equity incentive plan increasing available shares and adding an evergreen provision.

• Shareholder proposals for the 2027 meeting must be submitted by May 17, 2027.

Board of directors and corporate governance

• The board consists of five members, all standing for re-election, with recent changes in composition.

• Board committees include Audit, Compensation, and Corporate Governance and Nominating Committees, each with defined charters and independent members.

• The board leadership structure separates the roles of Chairperson and CEO.

• Directors are required to attend at least 75% of meetings and are compensated with cash and restricted stock units.