Toppoint (TOPP) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on August 24, 2026, to vote on five key proposals, including a reverse stock split, reincorporation to Delaware, increase in authorized shares, director elections, and potential adjournment.

• The Board recommends voting in favor of all proposals, citing flexibility, improved governance, and strategic benefits.

• Proxy materials are distributed via mail and online, and shareholders can vote by internet, phone, or mail.

Voting matters and shareholder proposals

• Proposal 1: Authorize the Board to effect one or more reverse stock splits at ratios between 1-for-2 and 1-for-900 over the next three years to maintain NYSE American listing and improve liquidity.

• Proposal 2: Approve reincorporation from Nevada to Delaware for enhanced legal flexibility and governance.

• Proposal 3: Amend Articles of Incorporation to increase authorized common stock from 300 million to 1 billion shares.

• Proposal 4: Elect five directors to serve until the 2027 annual meeting.

• Proposal 5: Approve adjournment of the meeting if more time is needed to solicit votes.

Board of directors and corporate governance

• The Board will consist of five directors, with three deemed independent under NYSE American rules.

• Committees include Audit, Compensation, and Nominating & Corporate Governance, all composed of independent directors.

• The Board emphasizes diversity, integrity, and relevant experience in director selection.

• Shareholders can communicate directly with the Board and nominate directors per bylaw procedures.