SUI Group (SUIG) Proxy filing summary

Executive summary

• Annual meeting scheduled for September 4, 2026, with both in-person and virtual attendance options.

• Shareholders will vote on five key proposals, including director elections, reincorporation, executive compensation, warrant issuance, and adjournment.

• Record date for voting is July 8, 2026; quorum is one-third of outstanding shares.

• Board recommends voting in favor of all proposals.

Voting matters and shareholder proposals

• Proposal 1: Elect six directors to serve until the next annual meeting.

• Proposal 2: Approve reincorporation from Minnesota to Delaware via statutory conversion.

• Proposal 3: Advisory (non-binding) vote on executive compensation (say-on-pay).

• Proposal 4: Approve issuance of common stock upon exercise of warrants issued to non-employee directors.

• Proposal 5: Approve adjournment of the meeting to solicit additional proxies if needed.

• No cumulative voting rights; each share equals one vote per proposal.

Board of directors and corporate governance

• Six nominees, including CEO and five independent or non-employee directors, all with significant industry, regulatory, or financial experience.

• Board leadership is separated: CEO and Chairman are different individuals.

• Board committees: Audit, Compensation, and Nominating/Governance, all with independent members.

• Proxy access and advance notice provisions for shareholder nominations and proposals are detailed in the bylaws.