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

• Proposals include electing seven directors, ratifying HTL International, LLC as auditor, approving the 2025 Equity Incentive Plan, and authorizing adjournment if necessary.

• Board recommends voting “FOR” all proposals.

• Plurality or majority votes required depending on the proposal; broker non-votes and abstentions have no effect on director elections.

• No appraisal rights for shareholders on these proposals.

• No other matters are scheduled for action at the meeting.

Board of directors and corporate governance

• Seven director nominees, with recent changes and appointments detailed; all have consented to serve if elected.

• Board committees include Audit, Compensation, and Nominating, with independent directors meeting Nasdaq requirements.

• Board diversity considered in terms of skills, experience, and background, though no formal diversity policy exists.

• Board oversees risk management and has adopted a Code of Ethics for all employees and directors.