Resolute Holdings Management (RHLD) Proxy filing summary

Executive summary

• Annual meeting scheduled for June 11, 2026, will be held virtually to maximize shareholder participation and accessibility.

• Shareholders will vote on electing four Class II directors and ratifying Ernst & Young LLP as the independent auditor for 2026.

• Board unanimously recommends voting in favor of all proposals.

• Only holders of record as of April 15, 2026, are entitled to vote.

Voting matters and shareholder proposals

• Proposal 1: Elect four Class II directors for a term expiring at the 2029 annual meeting.

• Proposal 2: Ratify Ernst & Young LLP as independent auditor for fiscal year 2026.

• Board recommends voting “FOR” both proposals.

• Shareholders may submit proposals for the 2027 meeting by December 25, 2026, and must comply with advance notice provisions.

Board of directors and corporate governance

• Board consists of 12 members divided into three staggered classes; 9 of 12 directors are independent.

• Separate CEO and Executive Chairman roles; classified board structure for continuity.

• Controlled company status under NYSE rules due to majority ownership by Tungsten 2024 LLC.

• Board committees: Audit, Compensation, and Nominating & Corporate Governance, with majority independent membership.

• Corporate Governance Guidelines and Code of Conduct in place; annual training and acknowledgment required.