Greenwave Technology Solutions (GWAV) Proxy filing summary

Executive summary

• Annual meeting set for Dec. 7, 2026, at 12:30 p.m. ET as a virtual audio-only meeting; record date Oct. 23, 2026.

• Stockholders will elect three directors, ratify RBSM LLP for FY2026, and vote on issuance of up to 3,571,429 common shares upon conversion of 3,750 Series B preferred shares.

• The Board recommends FOR all three proposals.

Voting matters and shareholder proposals

• Director election requires a majority of shares cast; auditor ratification and the Series B issuance require a majority of shares present and entitled to vote.

• Abstentions count against auditor ratification and the Series B issuance; broker non-votes have no effect on any proposal’s outcome.

• Stockholder proposals for inclusion in 2027 proxy materials are due July 8, 2027; other business notices are due Aug. 9–Sept. 8, 2027.

• Director-nominee solicitation notices under the universal proxy rule are due Oct. 8, 2027.

Board of directors and corporate governance

• Three directors stand for election: Danny Meeks, Cheryl Lanthorn and Lisa Lucas-Burke; the Board has three members, with Lanthorn and Lucas-Burke determined independent under Nasdaq and SEC standards.

• Meeks serves as CEO and Board chair; the Board considers the combined roles effective and in stockholders’ best interests.

• Four standing committees cover audit, compensation, nominating and corporate governance, and sustainability; each had four meetings in FY2025.

• The Board held six meetings in FY2025, and each director attended more than 75% of meetings during their service.

• An insider trading policy and compensation recovery policy are in place; recovery may apply after specified restatements or significant misconduct causing financial or reputational harm.