Prairie Operating (PROP) Proxy Filing summary

Executive summary

• Special Meeting scheduled for May 8, 2025, to approve key stock issuance proposals related to Series F Convertible Preferred Stock and associated warrants, as well as a potential adjournment if more time is needed for proxy solicitation.

• The Board unanimously recommends voting FOR all proposals, which are critical for compliance with Nasdaq rules and to facilitate recent financing and acquisition activities.

• Proposals are not interdependent; each can be approved or rejected independently.

Voting matters and shareholder proposals

• Proposal 1: Approve issuance of common stock upon conversion of Series F Preferred Stock, as required by Nasdaq Rule 5635, due to potential for issuance exceeding 20% of outstanding shares and possible change of control.

• Proposal 2: Approve issuance of common stock upon exercise of warrants issued in connection with the Series F Preferred Stock.

• Proposal 3: Approve adjournment of the meeting if additional time is needed to solicit votes.

• Holders of more than 50% of outstanding common stock have entered into voting agreements to support Proposals 1 and 2.

• Board recommends voting FOR all proposals; abstentions and broker non-votes have no effect on Proposals 1 and 2, but abstentions count as votes against Proposal 3.

Board of directors and corporate governance

• Board has authority to issue preferred stock and set terms without further shareholder approval.

• All directors are elected annually; no classified board.

• Advance notice required for director nominations and new business; special meetings can only be called by the board or chairman.

• No cumulative voting; removal of directors requires majority vote.

• Anti-takeover provisions include supermajority voting for bylaw amendments and restrictions on shareholder action by written consent.