Prairie Operating (PROP) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for June 4, 2025, to elect seven directors, approve an amendment to the Long-Term Incentive Plan, ratify the external auditor, and address other business.

• Shareholders can vote via internet, phone, or mail, and are encouraged to submit proxies even if attending in person.

• The record date for voting is April 8, 2025, with 42,942,127 shares outstanding.

Voting matters and shareholder proposals

• Proposals include electing seven directors, amending the Long-Term Incentive Plan to increase share authorization, and ratifying Ham, Langston & Brezina, L.L.P. as auditor.

• Approval of the incentive plan amendment requires a majority of votes cast; director elections are by plurality.

• Shareholder proposals for the 2026 meeting must be received by December 23, 2025.

Board of directors and corporate governance

• The board consists of seven nominees, with four considered independent under Nasdaq rules.

• The roles of Chairman and CEO are combined; board leadership structure is reviewed annually.

• Three standing committees: Audit, Compensation, and Nominating & Governance, all comprised of independent directors.

• Corporate governance documents, code of conduct, and committee charters are available online.