Nixxy (NIXX) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for December 23, 2025, to be held virtually, with record date set as November 5, 2025.

• Four main proposals: election of seven directors, ratification of auditor, approval of 2025 Equity Incentive Plan, and potential adjournment if more votes are needed.

• Board recommends voting in favor of all proposals.

Voting matters and shareholder proposals

• Shareholders will vote on electing seven directors, ratifying HTL International, LLC as auditor, approving the 2025 Equity Incentive Plan, and authorizing adjournment if necessary.

• Plurality required for director elections; majority for other proposals.

• No appraisal rights for any proposal.

• Shareholder proposals for the next annual meeting must be submitted at least 120 days before the anniversary of this year’s proxy mailing.

Board of directors and corporate governance

• Seven director nominees, including recent appointments and resignations, with no family relationships among directors.

• Four directors determined to be independent under Nasdaq rules.

• Board committees: Audit, Compensation, and Nominating, all with regular meetings and full participation.

• Board considers diversity in skills and experience, though no formal diversity policy exists.

• Code of Ethics applies to all employees and directors.