Solo Brands (DTC) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for May 23, 2025, and will be held virtually via webcast, allowing shareholders to attend and vote online with a 16-digit control number.

• Shareholders of record as of March 27, 2025, are entitled to vote on all matters, with each share of Class A and Class B common stock carrying one vote, voting together as a single class.

• The Board recommends voting FOR all proposals, including director elections, auditor ratification, officer exculpation, a reverse stock split, and potential adjournment to solicit more votes if needed.

Voting matters and shareholder proposals

• Proposals include electing three Class I directors, ratifying BDO USA, P.C. as auditor, amending the certificate for officer exculpation, approving a reverse stock split (1-for-10 to 1-for-100), and authorizing adjournment if more votes are needed.

• The Board unanimously recommends voting FOR all proposals.

• Shareholder proposals for the 2026 meeting must be submitted by December 2025 for inclusion in proxy materials.

Board of directors and corporate governance

• The Board consists of eight members, divided into three staggered classes, with Summit Partners retaining nomination rights for up to four directors based on ownership.

• Six directors are considered independent under NYSE rules; interim executive officers are not independent.

• The Board has adopted governance guidelines, a code of ethics, and charters for all committees, and holds regular executive sessions of non-management directors.

• The Board’s leadership structure separates the roles of Chairman, Lead Director, and CEO, and emphasizes risk oversight and independent governance.