Splash Beverage Group (SBEV) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for October 31, 2025, to be held virtually, with voting on seven key proposals including director elections, auditor ratification, share issuances, equity plan approval, and possible increase in authorized shares.

• Board recommends voting in favor of all proposals, emphasizing the importance of prompt shareholder participation to ensure quorum.

• Company recently regained compliance with NYSE American listing standards after resolving previous deficiencies and late filings.

• Lack of working capital has halted revenue generation since March 2025, with future operations dependent on raising additional capital.

Voting matters and shareholder proposals

• Proposals include electing four directors, ratifying Rose, Snyder & Jacobs LLP as auditor, approving share issuances under convertible securities and ELOC, adopting a new equity incentive plan, increasing authorized common stock, and allowing adjournment if needed.

• Approval of share issuances under convertible securities and ELOC could result in significant dilution but are necessary for capital needs and NYSE compliance.

• Board highlights the critical need for capital access via ELOC and convertible securities to fund operations and maintain listing.

Board of directors and corporate governance

• Board consists of four nominees: Robert Nistico (CEO/Chair), Frederick William Caple, Thomas Fore, and Justin Yorke.

• All directors except the CEO are considered independent under NYSE rules.

• Board has Audit, Compensation, and Nominating Committees, all composed of independent directors.

• Board and committees met regularly in 2024, with all directors attending over 75% of meetings.

• Code of Ethics, Clawback, Insider Trading, and Anti-Hedging policies are in place.