Upexi (UPXI) Proxy Filing summary

Executive summary

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

• Shareholders of record as of April 11, 2025, are eligible to vote, with one vote per common share and ten votes per preferred share.

• 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.

• Proposal to redomicile the company from Nevada to Delaware for legal and governance advantages.

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

• Advisory vote on executive compensation and on the frequency of such votes, with Board recommending every three years.

• Ratification of GBQ Partners LLC as independent registered public accounting firm for fiscal 2025.

Board of directors and corporate governance

• Board consists of five members, with three deemed independent under Nasdaq rules.

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

• Board has Audit, Compensation, and Nominating & Governance Committees, all composed of independent directors.

• Directors are encouraged to attend all meetings; all attended the last annual meeting.

• Code of ethics and whistleblower policy in place; insider trading and clawback policies adopted.