NextTrip (NTRP) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on October 9, 2026, with stockholders voting on director elections, auditor ratification, share issuances, executive compensation, and potential adjournment.

• Record date for voting is August 10, 2026; only holders of common stock and Series A Preferred as of that date may vote.

• Proxy materials are available online, and multiple voting methods are provided, including internet, phone, fax, and mail.

Voting matters and shareholder proposals

• Election of three Class III directors to serve until the 2030 annual meeting.

• Ratification of Haynie & Company as independent auditor for fiscal year ending February 28, 2027.

• Approval of share issuances exceeding 19.99% to Lind Global Fund III LP upon conversion of a note and warrants.

• Approval of share issuances to non-insiders and an insider upon conversion of Series A Preferred and exercise of warrants.

• Approval of share issuance to an insider under Nasdaq Listing Rule 5635(c).

• Advisory vote on executive compensation (say-on-pay).

• Approval to adjourn the meeting if more votes are needed.

Board of directors and corporate governance

• Board consists of seven members, with a classified structure (three staggered classes).

• Majority of directors are independent under Nasdaq rules; CEO and Chairman roles are currently separated.

• Board committees include Audit, Compensation, and Nominating & Corporate Governance, each with independent members.

• Board and committees met regularly, with all directors attending at least 75% of meetings.