Venu (VENU) Proxy filing summary

Executive summary

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

• Company focuses on redefining live music experiences, expanding partnerships, and developing new venues in multiple states.

• Proxy materials distributed to shareholders 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 sought for potential issuance of 20% or more of outstanding common stock in connection with July 2026 debt financing, which may be triggered by default.

• Proposal to amend the 2023 Omnibus Incentive Compensation Plan, increasing reserved shares from 7.5M to 10M.

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

• Shareholder proposals for the 2027 meeting must be received by April 26, 2027.

Board of directors and corporate governance

• Board consists of seven directors, majority independent, with CEO also serving as 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 pledging of company securities.