TruGolf (TRUG) Proxy filing summary

Executive summary

• Six matters are scheduled for a virtual annual and special meeting: Series B conversion-share issuance, expanded share authorization, a 2026 Plan increase, five director elections, auditor ratification and possible adjournment.

• The Board unanimously recommends FOR all six proposals; the Series B and share-authorization measures address financing flexibility and conversion capacity, while the plan expansion supports equity compensation.

• Forward-looking risks include dilution, Nasdaq listing compliance, funding needs, ongoing losses, Polymath integration and commercialization, digital-asset regulation, and potential litigation.

Voting matters and shareholder proposals

• Proposal 1 seeks Nasdaq approval for all Class A shares issuable on Series B conversion, without conversion limits; issuance could reach 20% or more of outstanding shares or voting power below Nasdaq’s Minimum Price.

• Proposal 2 would raise authorized Class A shares from 10 million to 1 billion, with total authorized capital stock rising from 20.1 million to 1.0101 billion; the Board may choose whether and when to file the amendment.

• Proposal 3 seeks 10 million additional shares for 2026 Plan awards; Proposal 4 elects five directors through the 2027 annual meeting; Proposals 5 and 6 cover auditor ratification and possible adjournment.

• Quorum requires one-third of voting power; Class A has one vote per share and Class B has 25. Proposal 2 needs a majority of voting power; director elections require a plurality; other proposals pass when FOR votes exceed AGAINST votes.

Board of directors and corporate governance

• Five nominees are Brenner Adams, Riley Russell, David Hackett, AJ Redmer and Jay Heller; Hackett became Board Chair in October 2026, and Adams has served as Interim CEO since September 2026.

• Four directors—Hackett, Redmer, Russell and Heller—were determined independent; Adams is an employee director. Audit, Compensation and Governance/Nominating committees consist of independent directors.

• The Governance and Nominating Committee evaluates Board candidates and accepts stockholder nominations under advance-notice procedures; a Code of Ethics applies to directors, officers and employees.