System1 (SST) Proxy filing summary

Executive summary

• Annual meeting scheduled for July 22, 2026, to be held virtually, with voting on key proposals and board elections.

• Stockholders will vote on the issuance of Series A Cumulative Convertible Preferred Stock, election of three Class I directors, and ratification of Deloitte & Touche LLP as auditor.

• The proxy statement details the company's governance, compensation, and related party transactions for the fiscal year ended December 31, 2025.

Voting matters and shareholder proposals

• Proposal 1 seeks approval for issuing 39,250 Series A Preferred Shares, convertible into up to 3,775,000 Class A shares, representing about 37.8% of current outstanding stock.

• Proposal 2 is the election of three Class I directors: Michael Blend, Caroline Horn, and Taryn Naidu, each to serve until 2029.

• Proposal 3 is the ratification of Deloitte & Touche LLP as the independent auditor for 2026.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of seven directors, with a majority deemed independent under NYSE standards.

• Board committees include audit, compensation, and nominating/governance, each with defined responsibilities and independent membership.

• Board is classified into three staggered classes, with annual elections for one class.

• Board and committees met regularly in 2025, with high attendance and executive sessions held without management.