Greenwave Technology Solutions (GWAV) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for August 13, 2025, and will be held virtually, with stockholders able to participate via conference call or online platform.

• Stockholders as of July 17, 2025, are entitled to vote on key proposals, including director elections, auditor ratification, executive compensation, capital structure changes, and related party transactions.

• The Board recommends voting in favor of all proposals, including the election of three directors, ratification of the auditor, approval of executive compensation, and several capital structure and financing-related actions.

Voting matters and shareholder proposals

• Proposals include electing three directors, ratifying RBSM LLP as auditor, advisory approval of executive compensation, and setting a three-year frequency for say-on-pay votes.

• Additional proposals seek approval for the issuance of new and amended warrants, ratification of Series A-1 Preferred Stock issuance, authority for reverse stock splits, and potential adjournment to solicit more proxies.

• Shareholders may submit proposals for the 2026 meeting between April 15 and May 15, 2026, or by March 26, 2026, for inclusion in proxy materials.

Board of directors and corporate governance

• The Board consists of three members, with two independent directors as defined by Nasdaq and SEC rules.

• Four standing committees: Audit, Compensation, Nominating and Corporate Governance, and Sustainability, each with defined charters and responsibilities.

• The Board held six meetings in 2024, with all committees meeting four times each.

• Stockholders can communicate with the Board via written correspondence.