Greenwave Technology Solutions (GWAV) Proxy Filing summary

Executive summary

• Special Meeting scheduled for January 10, 2025, to be held virtually, with record date set as November 13, 2024.

• Key proposals include amending the 2024 Equity Incentive Plan, approving issuance of warrants, and authorizing adjournment if needed.

• Board recommends voting in favor of all proposals, emphasizing alignment with long-term shareholder value and capital needs.

• Forward-looking statements highlight risks and uncertainties related to future operations and capital raising.

Voting matters and shareholder proposals

• Proposal 1: Increase shares reserved under the 2024 Equity Incentive Plan to 5,000,000.

• Proposal 2: Approve issuance of warrants for up to 5,549,374 shares of Common Stock, in line with Nasdaq rules.

• Proposal 3: Authorize adjournment of the meeting to solicit additional proxies if necessary.

• Majority of votes cast is required for approval of each proposal; abstentions and broker non-votes have no effect.

• Shareholder proposals for the 2025 annual meeting must be submitted between January 20 and February 19, 2025.

Board of directors and corporate governance

• Board and Compensation Committee approved the Second 2024 Plan Amendment, subject to shareholder approval.

• No director or executive officer has a substantial interest in the warrant issuance proposal, except as shareholders.

• Board members and executive officers are eligible to participate in the equity incentive plan.