Greenwave Technology Solutions (GWAV) Proxy filing summary

Executive summary

• Virtual annual meeting scheduled for Dec. 7, 2026, at 12:30 p.m. ET; record date Oct. 23, 2026. Agenda: elect three directors, ratify RBSM LLP, and approve up to 3,571,429 Series B conversion shares.

• The board recommends FOR all three proposals; stockholders may vote online, by phone, mail, or at the virtual meeting.

Voting matters and shareholder proposals

• Proposal 1 elects Danny Meeks, Cheryl Lanthorn, and Lisa Lucas-Burke for terms through the next annual meeting; majority of votes cast required.

• Proposal 2 seeks ratification of RBSM LLP for FY2026; majority of shares present and entitled to vote required, and abstentions count AGAINST.

• Proposal 3 seeks approval for up to 3,571,429 common shares upon conversion of 3,750 Series B preferred shares; majority of shares present and entitled to vote required.

• Broker non-votes have no effect on proposals 1 and 3; proposal 2 is routine, while proposals 1 and 3 are non-routine.

• For 2027 meetings, Rule 14a-8 proposals are due July 8, 2027; other stockholder business notice is due Aug. 9–Sept. 8, 2027, and Rule 14a-19 notice by Oct. 8, 2027.

Board of directors and corporate governance

• Board has three directors; Lanthorn and Lucas-Burke are independent under Nasdaq and SEC standards. Meeks serves as CEO and board chair; the board favors the combined roles at present.

• Audit, Compensation, Nominating and Corporate Governance, and Sustainability committees each had four meetings in FY2025; the board met six times.

• The board adopted a compensation recovery policy covering required accounting restatements, erroneous data, and significant misconduct causing financial or reputational harm.

• An insider trading policy governs securities transactions; there is no hedging policy, and executives and directors do not engage in hedging.