Flexshopper (FPAY) Proxy Filing summary

Executive summary

• Annual meeting scheduled for October 7, 2024, to vote on five key proposals, including director elections, amendments to the charter and equity plan, executive compensation, and auditor ratification.

• Board recommends voting in favor of all proposals and has provided detailed proxy materials to stockholders.

• Only stockholders of record as of August 16, 2024, are entitled to vote.

Voting matters and shareholder proposals

• Proposals include electing five directors, increasing authorized common stock to 100,000,000 shares, approving executive compensation on an advisory basis, amending the 2018 Omnibus Equity Compensation Plan, and ratifying Grant Thornton LLP as auditor.

• Board unanimously recommends voting for all proposals.

• Shareholder proposals for the 2025 meeting must be submitted by May 12, 2025, for inclusion in proxy materials.

Board of directors and corporate governance

• Board consists of five members, with four deemed independent under Nasdaq standards.

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

• Board diversity matrix disclosed, with a focus on varied backgrounds and experiences.

• Directors are encouraged to attend annual meetings; all attended in 2023.