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.

• 2025 was the first full year of operations under the current structure, with significant integration and market share gains despite a weaker automotive market.

• The company completed integration of five founding companies and improved its balance sheet and free cash flow.

• Forward-looking statements caution about risks and uncertainties, with references to the Form 10-K for detailed risk factors.

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 eliminate supermajority voting requirements.

• The Board recommends voting FOR all proposals and nominees.

• Shareholders can vote electronically, by phone, or by mail, and beneficial owners are urged to provide voting instructions to their brokers.

• Proposals require a majority or supermajority as specified, with detailed instructions for proxy voting and revocation.

Board of directors and corporate governance

• The Board consists of eight nominees with diverse expertise in automotive, transportation, finance, HR, IT, and governance.

• A majority of directors are independent, and the Board regularly evaluates its composition and leadership structure.

• The CEO also serves as Board Chair, with a Lead Independent Director designated.

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

• Corporate governance practices include stock ownership requirements, a code of conduct, majority voting, and regular executive sessions.