Sezzle (SEZL) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for November 19, 2024, to be held virtually, with a record date of October 1, 2024.

• Key proposals include electing five directors, ratifying the independent auditor, and adopting the Fifth Restated Certificate of Incorporation.

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

• Recent board changes include the resignation of three directors and the appointment of two new independent directors.

Voting matters and shareholder proposals

• Shareholders will vote on electing five directors, ratifying Baker Tilly US, LLP as auditor, and adopting the Fifth Restated Certificate of Incorporation.

• The board recommends voting FOR all proposals.

• The Fifth Restated Certificate enables stockholder action by written consent and eliminates the now-unnecessary common prime stock class.

Board of directors and corporate governance

• The board consists of five members, with a majority being independent under Nasdaq standards.

• Board committees include Audit and Risk, Compensation, and Nominating and Corporate Governance, all chaired by independent directors.

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

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