Sezzle (SEZL) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for November 19, 2024, to be held virtually, with updated proposals and director nominees following recent board resignations and appointments.

• Stockholders will vote on the election of five directors, ratification of the independent auditor, and adoption of the Fifth Restated Certificate of Incorporation.

• The Fifth Restated Certificate allows stockholder action by written consent and removes the authorization for common prime stock, reflecting the company's delisting from the ASX.

Voting matters and shareholder proposals

• Proposals include: (1) election of five directors, (2) ratification of Baker Tilly US, LLP as independent auditor for 2024, and (3) adoption of the Fifth Restated Certificate of Incorporation.

• The board recommends voting FOR all proposals.

• Stockholders of record as of the designated record date are entitled to vote.

• Stockholder proposals for the 2025 annual meeting must be submitted between June 6 and July 6, 2025.

Board of directors and corporate governance

• The board consists of five members: three independent directors (Brehm, East, Webster) and two executive directors (Paradis, Youakim).

• Board committees: Audit and Risk, Compensation, and Nominating and Corporate Governance, each chaired by an independent director.

• The board emphasizes diversity, director independence, and regular self-evaluation.

• The Chairman and CEO roles are combined, with a majority of independent directors providing oversight.