Venu (VENU) Proxy filing summary

Executive summary

• Annual Meeting scheduled for September 23, 2026, to be held virtually, with voting on key corporate matters and director elections.

• Company focuses on redefining live music experiences through premium venues and hospitality, reporting growth and new partnerships over the past year.

• Proxy materials distributed to shareholders of record as of July 27, 2026, with 58,869,339 shares outstanding.

Voting matters and shareholder proposals

• Election of seven director nominees to serve until the next annual meeting.

• Approval of potential issuance of 20% or more of outstanding common stock in connection with July 2026 debt financing, subject to NYSE American rules.

• Approval of amendment to increase shares reserved under the 2023 Omnibus Incentive Compensation Plan from 7,500,000 to 10,000,000.

• Ratification of Grassi & Co., CPAs, P.C. as independent auditor for fiscal year ending December 31, 2026.

• Procedures for shareholder proposals and director nominations for the 2027 annual meeting outlined.

Board of directors and corporate governance

• Board consists of seven directors, majority independent, with JW Roth serving as both CEO and Chairman.

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

• Board encourages direct shareholder communication and annual meeting attendance.

• Code of Business Conduct and Ethics and Insider Trading Policy in place, with recent amendments allowing limited stock pledges with approval.