Purple Innovation (PRPL) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on June 9, 2026, with stockholders able to attend, submit questions, and vote online after registering in advance.

• Stockholders will vote on the election of eight directors, an advisory say-on-pay vote for executive compensation, and the ratification of BDO USA, P.C. as the independent auditor for 2026.

• Only stockholders of record as of April 13, 2026, are entitled to vote; a majority of outstanding shares is required for quorum.

• Voting can be done via Internet, mail, or electronically during the meeting; broker non-votes and abstentions count toward quorum but not toward proposal approval.

Voting matters and shareholder proposals

• Proposal 1: Election of eight directors for a one-year term; majority of votes cast required for election.

• Proposal 2: Advisory approval of executive compensation; non-binding, majority of votes cast required.

• Proposal 3: Ratification of BDO USA, P.C. as independent auditor for 2026; majority of votes cast required.

• No shareholder proposals are up for vote at this meeting; procedures for future proposals and nominations are detailed.

Board of directors and corporate governance

• Board will reduce from nine to eight members after the meeting; 66.7% are independent and 88.9% are non-employee directors.

• Board committees: Audit, Human Capital & Compensation, and Nomination & Governance, all comprised of independent directors.

• Board leadership is separated between Chair (Adam Gray) and CEO (Robert DeMartini); Lead Independent Director role in place.

• Board and committees held regular meetings in 2025, with all directors attending at least 75% of meetings.