TruGolf (TRUG) Proxy filing summary

Executive summary

• The annual meeting will be held online in 2026, with shareholders able to vote electronically or by proxy.

• Seven proposals are up for vote, including director elections, auditor ratification, equity plan approval, redomestication, share increase, Nasdaq compliance, and adjournment authority.

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

• Shareholders of record as of January 20, 2026, are eligible to vote.

Voting matters and shareholder proposals

• Proposal 1: Elect five directors to serve until the next annual meeting.

• Proposal 2: Ratify Haynie & Company as independent auditor for 2026.

• Proposal 3: Approve the 2026 Equity Incentive Plan.

• Proposal 4: Approve redomestication from Delaware to Nevada.

• Proposal 5: Approve increase in authorized Class A shares.

• Proposal 6: Approve issuance of more than 20% of common stock under equity facility with SZOP Opportunities I LLC.

• Proposal 7: Approve adjournment of the meeting if more votes are needed for Proposals 2-6.

Board of directors and corporate governance

• The Board consists of five members, with a majority being independent under Nasdaq and SEC rules.

• Three standing committees: Audit, Compensation, and Governance/Nominating, all with independent members.

• Board members attended over 75% of meetings and committee sessions.

• Governance policies include a Code of Ethics, anti-hedging, and insider trading policies.