Surgepays (SURG) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held virtually on May 15, 2025, to elect directors, ratify the auditor, hold a say-on-pay vote, and address other business.

• Record date for voting is March 18, 2025, with 20,411,549 shares outstanding, each entitled to one vote.

• Board recommends voting for all director nominees and for the ratification and say-on-pay proposals.

Voting matters and shareholder proposals

• Shareholders will vote to re-elect five directors, ratify Rodefer Moss & Co, PLLC as auditor, and approve executive compensation on an advisory basis.

• Board unanimously recommends voting for all proposals.

• Proposals require a majority of shares represented and entitled to vote for approval.

• Shareholders may submit proposals for the 2026 meeting by following bylaw and SEC requirements.

Board of directors and corporate governance

• Board consists of five directors, with three deemed independent under Nasdaq and SEC standards.

• Board committees: Audit (Keys, Schurfeld, Weisberg), Compensation (Weisberg, Keys, Schurfeld), Nominating & Governance (Schurfeld, Keys, Weisberg).

• All directors attended at least 75% of meetings in 2023 and 2024; all attended the 2024 annual meeting.

• Code of Ethics applies to all officers, directors, and employees.