TruGolf (TRUG) Proxy filing summary

Executive summary

• Special Meeting of Stockholders scheduled for May 30, 2025, to be held online, with four key proposals up for vote.

• Board unanimously recommends voting in favor of all proposals, citing best interests of the company and shareholders.

• Proposals address compliance with Nasdaq rules, capital structure adjustments, and flexibility for future corporate actions.

Voting matters and shareholder proposals

• Proposal 1: Approve issuance of Class A common stock upon conversion of Series A Preferred Stock and exercise of related warrants, as required by Nasdaq Listing Rule 5635(d).

• Proposal 2: Approve a reverse stock split at a ratio between 1-for-5 and 1-for-75, at the Board's discretion within one year.

• Proposal 3: Approve increase in authorized Class A Common Stock from 90,000,000 to 500,000,000 shares, with corresponding capital stock adjustment.

• Proposal 4: Approve adjournment of the meeting if more time is needed to solicit votes for Proposals 1-3.

• Each proposal requires a majority of votes cast for approval; abstentions and broker non-votes have no effect.

Board of directors and corporate governance

• Board and management will be available during the meeting to answer shareholder questions.

• Corporate governance information is accessible via the company website or by request.