Greenwave Technology Solutions (GWAV) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for August 13, 2025, and will be held virtually, with voting available online, by phone, or by mail.

• Stockholders will vote on nine key proposals, including director elections, auditor ratification, executive compensation, warrant issuances, preferred stock issuance, reverse stock split authority, and meeting adjournment.

• As of July 17, 2025, there are 61,169,509 shares of Common Stock and 450,000 shares of Series A-1 Preferred Stock outstanding and entitled to vote.

Voting matters and shareholder proposals

• Proposals include electing three directors, ratifying RBSM LLP as auditor, advisory votes on executive compensation and its frequency, approval of new and amended warrant issuances, ratification of Series A-1 Preferred Stock issuance, authority for reverse stock splits, and potential adjournment to solicit more proxies.

• Board recommends voting “FOR” all proposals and a three-year frequency for say-on-pay votes.

• Each proposal requires a majority of shares present or represented by proxy to pass.

• Stockholder proposals for the 2026 meeting must be submitted between April 15 and May 15, 2026, or by March 26, 2026, for inclusion in proxy materials.

Board of directors and corporate governance

• Board consists of three members: Danny Meeks (CEO/Chair), Cheryl Lanthorn, and Lisa Lucas-Burke.

• Two directors are independent per Nasdaq and SEC standards.

• Four standing committees: Audit, Compensation, Nominating and Corporate Governance, and Sustainability.

• Board and committees held regular meetings in 2024; all committee members are independent.

• Insider trading and compensation recovery policies are in place.