TruGolf (TRUG) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on February 9, 2026, with shareholders able to vote online 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.

Voting matters and shareholder proposals

• Proposal 1: Elect five directors to serve until the 2026 annual meeting.

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

• Proposal 3: Approve the 2026 Equity Incentive Plan authorizing up to 2,000,000 shares.

• Proposal 4: Approve redomestication from Delaware to Nevada, including new charter and bylaws.

• Proposal 5: Increase authorized Class A shares from 650M to 1B in connection with redomestication.

• Proposal 6: Approve issuance of more than 20% of outstanding stock under an equity purchase facility with SZOP Opportunities I LLC, as required by Nasdaq rules.

• Proposal 7: Approve adjournment of the meeting if more time is needed to solicit proxies for proposals 2-6.

Board of directors and corporate governance

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

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

• The Board met formally once in 2025, with additional informal discussions throughout the year.

• Directors are elected annually, and the Board oversees management and risk.

• Code of Ethics and Insider Trading Policy are in place and publicly available.