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 plan amendments, 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 FOR 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, with no change to business operations or management.

• 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 Board recommending a three-year interval.

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

Board of directors and corporate governance

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

• CEO Allan Marshall also serves as Chairman; Board believes combined roles enhance strategic planning.

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

• Directors are encouraged to attend annual meetings and all attended the last year’s meeting.

• Code of Ethics and Whistleblower Policy in place for all officers, directors, and employees.