Sadot Group (SDOT) Proxy filing summary

Executive summary

• Annual meeting scheduled for September 10, 2026, to be held virtually, with record date set as August 7, 2026.

• Key proposals include director elections, auditor ratification, stock incentive plan approval, capital structure changes, and share issuances related to recent financings and acquisitions.

• Board unanimously recommends voting in favor of all proposals.

Voting matters and shareholder proposals

• Election of five directors to serve until the 2027 annual meeting.

• Ratification of Kreit & Chiu CPA LLP as independent auditor for fiscal 2026.

• Approval of the 2026 Stock Incentive Plan reserving 3,000,000 shares.

• Approval for issuance of shares upon conversion of senior secured notes and under the Equity Purchase Facility Agreement, both potentially exceeding 19.99% of outstanding shares.

• Authorization for one or more reverse stock splits at ratios from 5-for-1 up to 250-for-1 within one year.

• Amendment to increase authorized common shares from 12,500,000 to 1,000,000,000.

• Approval for share issuance upon potential conversion of a $5 million promissory note from the Anira Consulting FZC acquisition.

• Approval to adjourn the meeting if additional proxies are needed for key proposals.

Board of directors and corporate governance

• Board consists of five members, with four deemed independent under Nasdaq rules.

• Committees include Audit, Compensation, and Nominating & Corporate Governance, each with defined roles and independent membership.

• Chairperson and CEO roles are separated to enhance oversight.

• Board encourages stockholder communications and holds executive sessions of independent directors.