Newton Golf Company (NWTG) Proxy Filing summary

Executive summary

• The 2024 Annual Meeting will be held virtually on December 16, 2024, with voting on director elections and auditor ratification.

• A one-for-ten reverse stock split was effected on July 30, 2024; all share data is retroactively adjusted.

• Record date for voting is November 5, 2024, with 1,915,524 shares outstanding and entitled to vote.

• Stockholders can vote online, by mail, or by proxy, and may change their vote before the meeting.

Voting matters and shareholder proposals

• Stockholders will vote to elect five directors and to ratify Weinberg & Company, P.A. as the independent auditor for 2024.

• Director nominations and shareholder proposals for the 2025 meeting are due between August 17 and September 15, 2025.

• Voting follows a plurality system for directors and majority for auditor ratification; broker non-votes and abstentions are addressed per NYSE rules.

Board of directors and corporate governance

• Board consists of five members, with a majority deemed independent under Nasdaq rules.

• Board committees include Audit, Compensation, and Nominating & Corporate Governance, each composed of independent directors.

• Board diversity matrix is disclosed, meeting Nasdaq diversity objectives.

• Code of Business Conduct and Ethics and committee charters are publicly available.

• Board held four meetings in 2023, with all directors attending at least 75%.