IZEA Worldwide (IZEA) Proxy Filing summary

Executive summary

• Annual meeting scheduled for December 12, 2024, to elect seven directors, amend the equity incentive plan, ratify the external auditor, and hold a say-on-pay vote.

• Only stockholders of record as of October 15, 2024, are entitled to vote; 16,944,251 shares outstanding.

• Voting can be done in person, by mail, telephone, or internet, with a quorum set at 33 1/3% of shares.

• Board recommends voting in favor of all proposals.

Voting matters and shareholder proposals

• Four proposals: election of seven directors, amendment to the 2011 Equity Incentive Plan (adding 700,000 shares), ratification of Grant Thornton LLP as auditor, and advisory approval of executive compensation.

• Plurality required for director election; majority of votes cast required for other proposals.

• Shareholder proposals for the 2025 meeting must be received by July 1, 2025, for inclusion in proxy materials.

Board of directors and corporate governance

• Seven director nominees, including two new appointees from a cooperation agreement with GP Investments.

• Six of seven directors are independent; board committees are fully independent.

• Board committees: Audit, Compensation, Nominations & Corporate Governance, and Strategy & Capital Allocation.

• Board leadership split between CEO and independent Chairman.

• Board diversity search underway for a gender-diverse director.