Upexi (UPXI) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for June 16, 2025, to vote on key proposals including director elections, redomiciling to Delaware, stock option plan amendment, executive compensation, and auditor ratification.

• Shareholders of record as of April 11, 2025, are eligible to vote, with each Common Stock share having one vote and each Preferred Stock share ten votes.

• Board recommends voting in favor of all proposals, including a three-year frequency for say-on-pay votes.

Voting matters and shareholder proposals

• Election of five directors for a one-year term.

• Approval to re-domicile the company as a Delaware corporation.

• Amendment to increase shares available under the 2019 Incentive Stock Plan from 500,000 to 10,000,000.

• Advisory votes on executive compensation and on the frequency of such votes, with a recommendation for every three years.

• Ratification of GBQ Partners LLC as independent registered public accounting firm for fiscal year ending June 30, 2025.

Board of directors and corporate governance

• Board consists of five members with diverse backgrounds in business, finance, medicine, and insurance.

• Three directors (Salkind, Dugan, Williams) are considered independent under Nasdaq rules.

• CEO also serves as Chairman; Board believes this structure enhances strategic planning and meeting productivity.

• Board has adopted Corporate Governance Guidelines, a Code of Ethics, and an Insider Trading Policy.

• Three standing committees: Audit, Compensation, and Nominating & Governance, all comprised of independent directors.