Upexi (UPXI) Proxy Filing summary

Executive summary

• Special Meeting scheduled for August 19, 2025, to vote on two key proposals: increasing shares in the Incentive Stock Plan and approving issuance of more than 20% of common stock under a $500 million equity line of credit.

• Record date for voting is June 20, 2025; shareholders of record as of this date are eligible to vote.

• Board recommends voting FOR both proposals; voting can be done by mail, phone, or internet.

• Final voting results will be published via Form 8-K within four business days after the meeting.

Voting matters and shareholder proposals

• Proposal 1: Amend the 2019 Incentive Stock Plan to increase issuable shares from 10,000,000 to 25,000,000.

• Proposal 2: Approve issuance of common stock under a $500 million equity line, potentially exceeding 20% of outstanding shares, in compliance with Nasdaq rules.

• Both proposals require a majority of votes cast for approval; abstentions count as votes against, broker non-votes have no effect.

• Failure to approve Proposal 2 may require seeking alternative capital sources.

Board of directors and corporate governance

• Board and Compensation Committee oversee the administration of the Incentive Plan and proxy process.

• Board unanimously recommends approval of both proposals.

• Directors and officers as a group own 4.42% of outstanding common stock as of June 20, 2025.