Solo Brands (DTC) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on May 23, 2025, with voting rights for holders of Class A and Class B common stock as of March 27, 2025.

• Key proposals include director elections, auditor ratification, officer exculpation, a reverse stock split, and potential adjournment to solicit more votes.

• The Board recommends voting in favor of all proposals and outlines procedures for voting, revocation, and meeting participation.

Voting matters and shareholder proposals

• Election of three Class I directors to serve until 2028.

• Ratification of BDO USA, P.C. as the new independent auditor for 2025, replacing Ernst & Young LLP.

• Amendment to the Certificate of Incorporation to provide for officer exculpation from certain fiduciary duty claims, aligning with recent Delaware law changes.

• Approval of a reverse stock split at a ratio between 1-for-10 and 1-for-100 to regain NYSE compliance.

• Authorization to adjourn the meeting if more votes are needed for key proposals.

• Shareholder proposals for the 2026 meeting must be submitted by December 22, 2025.

Board of directors and corporate governance

• The Board consists of eight members, with staggered three-year terms and a mix of independent and non-independent directors.

• Summit Partners retains nomination rights for up to four directors, subject to ownership thresholds.

• The Board has adopted governance guidelines, a code of ethics, and policies on insider trading and anti-hedging.

• Three standing committees: Audit, Compensation, and Nominating and Corporate Governance, each with defined responsibilities and independent membership.