NextPlat (NXPL) Proxy Filing summary

Executive summary

• Special Meeting scheduled for April 6, 2026, to be held virtually with no physical location.

• Two main proposals: a reverse stock split and potential adjournment to solicit more proxies if needed.

• Reverse stock split aims to regain Nasdaq compliance and improve stock liquidity.

• Board retains discretion on timing and ratio of the reverse split, up to 1-for-50, any time before April 6, 2028.

• Proxy materials and annual report are available online for shareholder review.

Voting matters and shareholder proposals

• Proposal 1: Approve amendment for a reverse stock split at a ratio between 1-for-5 and 1-for-50, at Board's discretion.

• Proposal 2: Authorize adjournment of the meeting to solicit additional proxies if Proposal 1 lacks sufficient votes.

• Each share of common stock is entitled to one vote; cumulative voting is not permitted.

• Board recommends voting FOR both proposals.

• Shareholders can vote online, by phone, or by mail, and may revoke proxies before the meeting.

Board of directors and corporate governance

• Board has authority to determine the reverse split ratio and timing, or to abandon the split if deemed not in the best interest of shareholders.

• Board members and executive officers' beneficial ownership disclosed, with no individual holding more than 12.5% except for two major shareholders.