Happen (HAPN) Proxy filing summary

Voting matters and shareholder proposals

• Election of three Class III directors: Kathryn Reimann, Scott Sanborn, and Michael Zeisser, with board recommendation to vote for each.

• Advisory vote to approve executive compensation for named executive officers.

• Ratification of Deloitte & Touche LLP as independent auditor for fiscal year ending December 31, 2026.

• Proposal to amend and restate the Certificate of Incorporation to phase in board declassification.

• Proposal to amend and restate the Certificate of Incorporation to remove supermajority voting requirements for amendments.

Board of directors and corporate governance

• Board recommends election of three Class III directors and supports amendments to declassify the board and eliminate supermajority voting.

Executive compensation and say-on-pay

• Advisory vote on executive compensation is included, with board recommending approval.