Traeger (COOK) Proxy Filing summary

Executive summary

• Special Meeting scheduled for March 2, 2026, to be held virtually for all stockholders.

• Main agenda: approval of a reverse stock split of common stock at a ratio between 1-for-10 and 1-for-50, and potential adjournment to solicit more proxies if needed.

• Reverse stock split aims to regain compliance with NYSE minimum bid price requirements and maintain listing.

• Board retains discretion to implement or abandon the reverse split even if approved by stockholders.

• No other business is expected at the meeting.

Voting matters and shareholder proposals

• Proposal 1: Amend certificate of incorporation to effect a reverse stock split at a ratio determined by the Board within the approved range.

• 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 for approval; abstentions and broker non-votes have no effect.

• Board unanimously recommends voting FOR both proposals.

• Stockholders can submit proposals for the 2026 Annual Meeting by December 8, 2025, for inclusion in proxy materials.

Board of directors and corporate governance

• Board has full discretion to select the reverse split ratio and to abandon the split even after stockholder approval.

• Board considered market conditions, trading price, and NYSE compliance in recommending the split.

• Board is not aware of any takeover attempts and does not intend the split as an anti-takeover measure.