RideNow Group (RDNW) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held virtually on June 4, 2025, with shareholders able to vote and submit questions online.

• Management is focused on building a high-performance culture, enhancing revenue, streamlining costs, and standardizing systems for growth in 2025 and beyond.

• Key proposals include director elections, amendments to the stock incentive plan, executive compensation approval, and auditor ratification.

• Shareholders of record as of April 8, 2025, are entitled to vote, with multiple voting methods available.

Voting matters and shareholder proposals

• Seven directors are nominated for election to serve until the 2026 Annual Meeting.

• Proposal to amend the 2017 Stock Incentive Plan: increase authorized shares by 2.5 million, eliminate annual grant limits, add an evergreen provision, and allow recycling of unissued shares.

• Advisory vote on executive compensation (Say on Pay) is included.

• Ratification of BDO USA, P.C. as independent auditor for 2025.

• Shareholder proposals for the 2026 meeting must be submitted by December 25, 2025, for proxy inclusion.

Board of directors and corporate governance

• The board consists of seven members, with a mix of independent and non-independent directors.

• Michael Quartieri serves as Chairman and CEO; Rebecca Polak is Vice Chairman and Lead Independent Director.

• Three standing committees: Audit, Compensation, and Nominating & Corporate Governance, plus a Special Committee for capital-raising transactions.

• Board and committees met frequently in 2024, with all directors attending at least 75% of meetings.

• Board leadership structure includes a Lead Independent Director when the Chairman is not independent.