Proficient Auto Logistics (PAL) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on May 6, 2026, with voting on director elections, auditor ratification, and a charter amendment to eliminate supermajority voting requirements.

• 2025 was the first full year of operations under the new structure, integrating five founding companies and achieving market share gains despite a weaker automotive market.

• The company improved its leverage, balance sheet, and free cash flow, and completed key integration milestones.

• Forward-looking statements highlight ongoing operating ratio reduction and enhanced performance capabilities into 2026.

Voting matters and shareholder proposals

• Stockholders will vote on electing eight directors, ratifying Grant Thornton LLP as auditor for 2026, and amending the certificate of incorporation to remove supermajority voting requirements.

• The Board recommends voting FOR all proposals and nominees.

• The amendment would replace 66 2/3% supermajority requirements with a simple majority for bylaw and charter changes.

• Shareholder proposals for the 2027 meeting must be submitted by December 11, 2026.

Board of directors and corporate governance

• The Board consists of eight nominees with expertise in automotive, transportation, finance, IT, and human resources.

• A majority of directors are independent; the Board Chair and CEO roles are combined, with a Lead Independent Director designated.

• Three standing committees: Audit, Compensation, and Nominating and Corporate Governance, all with independent members.

• Regular board and committee meetings, stock ownership requirements, and a Code of Business Conduct are in place.

• The Board regularly reviews governance policies and trends, and maintains active stockholder engagement.