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.

• Six key proposals will be voted on, including director elections, reincorporation, equity plan amendment, executive compensation, voting frequency, and auditor ratification.

• Board recommends voting in favor of all proposals.

Voting matters and shareholder proposals

• Proposals include: election of two Class I directors, reincorporation from Delaware to Florida, amendment of 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.

• Shareholders can vote online, by phone, mail, or during the virtual meeting.

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

• Shareholder 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, exempt from certain governance requirements such as majority independent directors.

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

• Directors receive annual cash retainers and RSU awards; additional compensation for committee roles.

• Donald J. Trump Revocable Trust holds 52% of voting power, with Donald J. Trump, Jr. as sole trustee.