IZEA Worldwide (IZEA) Proxy filing summary

Executive summary

• Annual meeting scheduled for Dec. 9, 2026; stockholders will elect seven directors, ratify Grant Thornton LLP for FY2026, vote on say-on-pay, and select say-on-pay frequency.

• The Board recommends all seven nominees, auditor ratification, say-on-pay approval, and annual say-on-pay votes.

Voting matters and shareholder proposals

• Director nominees are elected by plurality; auditor ratification and say-on-pay require a majority of votes cast; say-on-frequency is determined by plurality.

• The GP Parties, holding 17.3% of outstanding common shares, agreed to vote for Proposals 1–3 and for annual say-on-pay frequency.

• Stockholders of record as of Oct. 14, 2026 may vote; each common share carries one vote, with no cumulative voting.

• Proposals for inclusion in the 2027 proxy materials are due by June 30, 2027; other proposals and director nominations are due Aug. 11–Sept. 10, 2027.

Board of directors and corporate governance

• Seven nominees: Antonio Bonchristiano, Rodrigo Boscolo, Brian W. Brady, John H. Caron, Lindsay A. Gardner, Daniel R. Rua, and Patrick J. Venetucci.

• Six of seven directors are independent; Lindsay A. Gardner is independent Board Chair, while Patrick J. Venetucci is CEO.

• Four standing committees cover audit, compensation, nominations and governance, and strategy and capital allocation; each is composed entirely of independent directors.

• All directors attended at least 75% of applicable Board and committee meetings in FY2025; all seven attended the 2025 annual meeting.