NextNRG (NXXT) Proxy Filing summary

Executive summary

• The annual meeting will address director elections, a change of incorporation from Delaware to Nevada, and ratification of the independent auditor for 2025.

• The board recommends voting in favor of all proposals, including the redomicile and auditor ratification.

• Shareholders of record as of October 30, 2025, are eligible to vote, with detailed instructions provided for proxy voting.

• The redomicile aims to reduce franchise tax costs and provide legal and governance advantages.

Voting matters and shareholder proposals

• Shareholders will vote on electing five directors, approving the redomicile to Nevada, and ratifying M&K CPAs, PLLC as auditor.

• The board recommends a vote for all director nominees, the redomicile, and auditor ratification.

• Proposals require a majority vote, with specific rules for abstentions and broker non-votes.

• Shareholder proposals for the next annual meeting must be submitted by August 11, 2026.

Board of directors and corporate governance

• The board consists of five members, three of whom are independent under Nasdaq rules.

• Board committees include Audit, Compensation, and Corporate Governance/Nominating, each with formal charters.

• The board met six times in 2024, with all directors attending at least 75% of meetings.

• The board values diversity in experience and skills, though no formal diversity policy exists.

• Shareholders can communicate with the board via the corporate secretary.