Traeger (COOK) Proxy Filing summary

Executive summary

• A special virtual meeting is scheduled for March 2, 2026, to vote on key proposals, with all shareholders of record as of January 9, 2026, eligible to participate and vote.

• The main proposal is to approve amendments enabling a reverse stock split of common stock at a ratio between 1-for-10 and 1-for-50, at the Board's discretion, to help regain compliance with NYSE listing requirements.

• A secondary proposal seeks approval to adjourn the meeting if more votes are needed to pass the reverse stock split.

• The Board unanimously recommends voting in favor of both proposals.

• Forward-looking statements highlight the intent to regain NYSE compliance and the risks if the reverse split does not achieve its objectives.

Voting matters and shareholder proposals

• Proposal 1: Approve amendments for a reverse stock split at a ratio between 1-for-10 and 1-for-50, with the Board empowered to select the exact ratio or abandon the split.

• Proposal 2: Approve adjournment of the meeting if more time is needed to solicit votes for Proposal 1.

• Both proposals require a majority of votes cast to pass; abstentions and broker non-votes have no effect.

• Shareholders can submit proposals for the 2026 Annual Meeting by following specific deadlines and procedures.

Board of directors and corporate governance

• The Board retains full discretion to implement or abandon the reverse stock split, considering market conditions and NYSE compliance.

• The Board can select the split ratio within the approved range and will publicly announce the chosen ratio if implemented.

• Certain anti-takeover provisions exist, including the ability to issue preferred stock and lack of cumulative voting rights.