Solo Brands (DTC) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on May 22, 2026, with shareholders able to vote online or by proxy.

• Shareholders will vote on director elections, auditor ratification, an amended incentive plan, and potential adjournment.

• The board recommends voting in favor of all proposals.

Voting matters and shareholder proposals

• Election of two Class II directors (Paul Furer and Peter Laurinaitis) to serve until 2029.

• Ratification of BDO USA, P.C. as independent auditor for fiscal year ending December 31, 2026.

• Approval of the Amended and Restated 2021 Incentive Award Plan, increasing share reserve and extending plan term.

• Approval to adjourn the meeting if more votes are needed for the incentive plan proposal.

• Shareholder proposals for the 2027 meeting must be submitted by December 21, 2026.

Board of directors and corporate governance

• Board consists of seven members, with staggered three-year terms and classified into three classes.

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

• Majority of directors are independent per NYSE standards; executive sessions held regularly.

• Board committees include Audit, Compensation, and Nominating and Corporate Governance, each with defined charters.

• Board leadership structure separates Chairman and CEO roles; risk oversight is integrated into board and committee activities.