Sadot Group (SDOT) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for December 18, 2024, with proxy materials distributed starting November 8, 2024.

• Key items for shareholder vote include director elections, auditor ratification, executive compensation, and say-on-pay frequency.

• A one-for-ten reverse stock split was effected on October 18, 2024, consolidating shares and adjusting all share amounts accordingly.

• Shareholders of record as of October 28, 2024, are eligible to vote, with 5,742,441 shares outstanding post-split.

Voting matters and shareholder proposals

• Proposals include electing eleven directors, ratifying Kreit & Chiu CPA LLP as auditor, approving executive compensation, and determining the frequency of future say-on-pay votes.

• The board recommends voting for all director nominees, auditor ratification, executive compensation approval, and a three-year say-on-pay frequency.

• Shareholder proposals for the 2025 meeting must be submitted by July 11, 2025.

Board of directors and corporate governance

• The board consists of eleven members with diverse backgrounds in finance, sustainability, law, and global operations.

• Eight directors are considered independent under Nasdaq rules; three are not.

• The board met five times in 2023, with all but one director attending at least 75% of meetings.

• Committees include Audit, Compensation, Sustainability, and Nominating & Corporate Governance.

• Board diversity includes gender, ethnicity, and professional experience, aligning with Nasdaq diversity objectives.