Trump Media & Technology Group (DJT) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for April 30, 2025, to be held virtually, allowing global participation and reducing costs and environmental impact.

• Stockholders will vote on six key proposals, including director elections, reincorporation, equity plan amendment, executive compensation, voting frequency, and auditor ratification.

• Board recommends voting in favor of all proposals and emphasizes the importance of stockholder engagement and participation.

Voting matters and shareholder proposals

• Proposals include: election of two Class I directors, reincorporation from Delaware to Florida, amendment to the 2024 Equity Incentive Plan with an evergreen provision, advisory say-on-pay vote, advisory vote on frequency of say-on-pay, and ratification of Semple, Marchal & Cooper, LLP as auditor.

• Board recommends annual (one-year) frequency for say-on-pay votes.

• Voting can be done online, by phone, mail, or during the virtual meeting; majority or plurality required for approval depending on the proposal.

• Stockholder proposals for the 2026 meeting must be submitted between December 31, 2025, and January 30, 2026.

Board of directors and corporate governance

• Board consists of seven members divided into three staggered classes; Class I up for election in 2025.

• TMTG is a "controlled company" under Nasdaq rules, with over 50% voting power held by a single trust, allowing exemptions from certain governance requirements.

• Board committees include Audit, Compensation, and Nominating & Corporate Governance, with defined charters and responsibilities.

• Directors receive annual cash retainers and restricted stock units; additional compensation for committee roles.