SUI Group (SUIG) Proxy filing summary

Executive summary

• Annual meeting scheduled for August 28, 2026, with both in-person and virtual attendance options.

• Six directors are nominated for election, all currently serving, with a focus on diverse expertise in finance, technology, and compliance.

• Major proposals include reincorporation from Minnesota to Delaware, advisory vote on executive compensation, approval of director warrants, and adjournment flexibility.

• Board recommends voting in favor of all proposals.

Voting matters and shareholder proposals

• Proposals: election of six directors, reincorporation to Delaware, advisory say-on-pay, approval of non-employee director warrants, and adjournment authority.

• Shareholders vote one share per matter; no cumulative voting.

• Board recommends FOR all proposals.

• Shareholder proposals for 2027 annual meeting must be submitted 120 days before the anniversary of the prior year’s notice.

Board of directors and corporate governance

• Board consists of six members, with separation of CEO and Chairman roles.

• Four directors qualify as independent under Nasdaq rules.

• Board committees: Audit, Compensation, and Nominating/Governance, each with written charters.

• Audit Committee chaired by a financial expert; Compensation Committee oversees executive pay; Nominating Committee considers diversity of experience.

• Shareholders can communicate directly with the Board.