Splash Beverage Group (SBEV) Proxy Filing summary

Executive summary

• Annual meeting scheduled for November 15, 2024, to be held virtually, with voting on four key proposals including director elections and share issuances related to recent private placements.

• Board recommends voting in favor of all proposals, including ratification of the independent auditor and approval of share issuances under NYSE rules.

• Proxy materials and annual report are available online, and shareholders can vote by internet, phone, mail, or during the virtual meeting.

Voting matters and shareholder proposals

• Election of four directors to serve until the next annual meeting.

• Ratification of Rose, Snyder & Jacobs LLP as independent registered accounting firm for fiscal year 2024.

• Approval of issuance of 2,775,000 shares of common stock to accredited investors as part of a May 2024 private placement, in compliance with NYSE American Rule 713(a).

• Approval of issuance of shares related to the August 22, 2024, securities purchase agreement, including convertible notes and warrants.

• Board unanimously recommends voting “FOR” all proposals.

Board of directors and corporate governance

• Board consists of four directors, with two (John Paglia and Bill Caple) determined to be independent under NYSE standards.

• Board leadership is separate from day-to-day management, with oversight of business affairs and risk.

• Code of Ethics and anti-hedging/anti-pledging policies are in place.

• Three standing committees: Audit, Compensation, and Nominating & Corporate Governance, each with independent directors.

• All directors attended at least 75% of board and committee meetings in 2023.