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 financing agreements.

• Board recommends voting in favor of all proposals, including the ratification of the independent auditor and approval of share issuances tied to convertible notes and warrants.

• Voting can be conducted online, by phone, or by mail, with a record date of September 17, 2024, and a quorum requirement of 34% of outstanding shares.

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 public accounting firm for fiscal year ending December 31, 2024.

• Approval of issuance of up to 2,775,000 shares of common stock to accredited investors as part of a private placement adjustment.

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

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/pledging policies are in place; insider trading policy adopted in August 2023.

• Board and committees met regularly in 2023, with all directors attending at least 75% of meetings.