Greenwave Technology Solutions (GWAV) Proxy Filing summary

Executive summary

• Special Meeting scheduled for July 19, 2024, to be held virtually for all stockholders of record as of May 20, 2024.

• Four key proposals will be presented: by-law amendment for quorum, equity plan amendment, warrant issuance, and potential adjournment.

• Recent 1:150 reverse stock split adjusted outstanding shares to approximately 5.77 million as of the record date.

• Board recommends voting in favor of all proposals.

• Forward-looking statements caution about risks and uncertainties affecting future results.

Voting matters and shareholder proposals

• Proposal 1: Amend by-laws to reduce quorum requirement from majority to one-third of outstanding shares.

• Proposal 2: Amend 2024 Equity Incentive Plan to increase reserved shares to 3,000,000, about 34% of post-split shares.

• Proposal 3: Approve issuance of warrants for up to 3,104,382 shares, related to recent private placements, in compliance with Nasdaq rules.

• Proposal 4: Authorize adjournment of the meeting if more time is needed to solicit proxies.

• Board recommends a "FOR" vote on all proposals.

Board of directors and corporate governance

• Board retains authority to amend by-laws, subject to stockholder approval.

• No anti-takeover intent or related plans associated with the proposed by-law amendment.

• Board and executive officers eligible for equity awards under the amended plan.