Flexshopper (FPAY) Proxy Filing summary

Executive summary

• Annual meeting scheduled for October 7, 2024, with five key proposals for shareholder vote.

• Proposals include director elections, amendments to the charter and equity plan, executive compensation, and auditor ratification.

• Board recommends voting in favor of all proposals.

• Record date for voting is August 16, 2024, with 27,668,297 voting shares outstanding.

Voting matters and shareholder proposals

• Election of five directors to serve for one year.

• Amendment to increase authorized common stock from 40,000,000 to 100,000,000 shares.

• Non-binding advisory vote on executive compensation.

• Amendment to 2018 Omnibus Equity Compensation Plan to add 3,000,000 shares for issuance.

• Ratification of Grant Thornton LLP as independent auditor for 2024.

• Shareholder proposals for 2025 must be submitted between June 9 and July 9, 2025.

Board of directors and corporate governance

• Board consists of five members, four of whom are independent under Nasdaq standards.

• Chairman and CEO roles are separated; current structure emphasizes independent oversight.

• Board committees: Audit, Compensation, and Corporate Governance/Nominating, all comprised of independent directors.

• Board diversity matrix disclosed in compliance with Nasdaq rules.

• Policy in place for shareholder communications and director nominations.