PSQ (PSQH) Proxy filing summary

Executive summary

• Annual meeting scheduled for July 9, 2026, to be held virtually, with record date set as June 8, 2026, and 49,946,333 shares of Class A common stock outstanding.

• Four key proposals: election of three Class III directors, ratification of UHY LLP as auditor, approval of a reverse stock split, and approval of the Amended and Restated 2023 Stock Incentive Plan.

• Board recommends voting in favor of all proposals; no cumulative voting or dissenters' rights apply.

Voting matters and shareholder proposals

• Proposal 1: Election of James Celli (new nominee), Davis Pilot III, and Donald J. Trump, Jr. as Class III directors to serve until 2029.

• Proposal 2: Ratification of UHY LLP as independent auditor for 2026; UHY has served since July 2023.

• Proposal 3: Approval of a reverse stock split at a ratio between 1-for-5 and 1-for-15 to maintain NYSE listing.

• Proposal 4: Approval of Amended and Restated 2023 Stock Incentive Plan, increasing share reserve and adding performance-based awards.

• Shareholders may submit proposals or director nominations for the 2027 meeting within specified deadlines.

Board of directors and corporate governance

• Board consists of eight directors in three staggered classes; recent changes include new nominees and departures.

• Four directors qualify as independent under NYSE rules; company ceased to be a "controlled company" as of February 27, 2026, and is transitioning to full NYSE compliance.

• Board committees: audit (Willie Langston, chair), compensation (Blake Masters, chair), nominating/governance (Nick Ayers, chair).

• Lead Independent Director role created in 2026; Blake Masters appointed.

• Board held ten meetings in 2025; all directors attended at least 75% of meetings except Donald J. Trump, Jr.