IZEA Worldwide (IZEA) Proxy Filing summary

Executive summary

• Annual meeting scheduled for December 10, 2025, to elect seven directors, ratify the external auditor, and hold a say-on-pay vote.

• Only stockholders of record as of October 15, 2025, are eligible to vote; 17,050,205 shares outstanding.

• Voting can be done in person, by mail, phone, or internet, with detailed instructions provided.

• Proxy materials are available online to reduce costs and environmental impact.

Voting matters and shareholder proposals

• Proposals include: election of seven directors, ratification of Grant Thornton LLP as auditor, and advisory approval of executive compensation.

• Board recommends voting FOR all proposals.

• GP Parties, holding 17.6% of shares, have agreed to vote in line with Board recommendations.

• Shareholder proposals for the 2026 meeting must be received by July 1, 2026, and comply with detailed bylaw requirements.

Board of directors and corporate governance

• Board consists of seven members, six of whom are independent under Nasdaq rules.

• Board committees: Audit, Compensation, Nominations & Corporate Governance, and Strategy & Capital Allocation, all led by independent directors.

• Board leadership split between CEO (Patrick J. Venetucci) and independent Chairman (Lindsay A. Gardner) since September 2024.

• Board and committees met regularly in 2024; all directors attended at least 75% of meetings.

• No family relationships among directors or executive officers.