PSQ (PSQH) Proxy filing summary

Executive summary

• Annual meeting scheduled for July 9, 2026, to be held virtually, with four key proposals up for shareholder vote, including director elections, auditor ratification, a reverse stock split, and an amended stock incentive plan.

• Record date for voting is June 8, 2026; all Class C shares converted to Class A as of February 27, 2026.

• Proxy materials, including the annual report, are available online, and shareholders are encouraged to vote electronically or by mail.

Voting matters and shareholder proposals

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

• Proposal 2: Ratification of UHY LLP as independent auditor for fiscal year ending December 31, 2026.

• Proposal 3: Approval of a reverse stock split of Class A common stock at a ratio between 1-for-5 and 1-for-15, at the Board's discretion, to maintain NYSE listing.

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

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of eight directors in three staggered classes; recent changes include new nominees and the appointment of a Lead Independent Director.

• Board committees: audit, compensation, and nominating/governance, each with defined charters and majority independent membership.

• Board ceased to be a "controlled company" as of February 27, 2026, and is transitioning to full NYSE governance compliance within one year.

• Directors receive cash retainers and RSUs; annual and initial equity awards are subject to vesting and change-in-control acceleration.