Urban-Gro (UGRO) Proxy filing summary

Executive summary

• Special Meeting scheduled for June 3, 2026, to address key corporate actions following a recent merger with Flash Sports and Media, Inc.

• Board recommends voting in favor of all four proposals, including a corporate name change and share issuances.

• Voting can be conducted online, by phone, mail, or during the virtual meeting.

Voting matters and shareholder proposals

• Proposal 1: Approve amendment to change the company name to Flash Sports & Media Holdings, Inc.

• Proposal 2: Approve issuance of common stock upon conversion of Series B Convertible Non-Voting Preferred Stock, exceeding 19.99% of outstanding shares, to comply with Nasdaq rules.

• Proposal 3: Approve issuance of common stock (including upon conversion/exercise of notes, warrants, and other securities) in excess of 19.99% in connection with transactions with Hudson Global Ventures, LLC and Agile Hudson Partners LLC.

• Proposal 4: Approve adjournment of the meeting if additional proxies are needed for any proposal.

• Board unanimously recommends voting "FOR" all proposals.

Board of directors and corporate governance

• Bradley J. Nattrass serves as Chairperson and CEO, and is designated as the proxy for voting.

• Board is responsible for soliciting proxies and overseeing the voting process.

• Inspector of election will count votes; quorum requires a majority of outstanding shares.