Wrap Technologies (WRAP) Proxy filing summary

Executive summary

• Annual meeting set for Dec. 11, 2026, at 10 a.m. ET in virtual-only format; record date Oct. 15, 2026, with 61,997,384 shares outstanding and entitled to vote.

• Amendment adds Edward Delatorre as a director nominee, restates the Series C certificate and switches to mailing printed proxy materials; proposals for the meeting are otherwise unchanged.

Voting matters and shareholder proposals

• Eight proposals: elect seven directors; ratify HTL International for FY2026; advisory say-on-pay; increase authorized common shares; approve Series C issuance; expand and extend the equity plan; amend preferred-stock voting provisions; and permit adjournment.

• The Board recommends FOR all eight proposals; say-on-pay is non-binding, with the next compensation-frequency advisory vote scheduled for the 2029 annual meeting.

• Director elections require a plurality; most other proposals require a majority of votes cast, while the preferred-stock Charter amendment requires a majority of outstanding voting shares.

• Proxies may be submitted online, by mail or during the virtual meeting; valid proxies may be changed or revoked before polls close.

Board of directors and corporate governance

• Seven nominees: Scot Cohen, Bruce Bernstein, Marc Savas, Rajiv Srinivasan, John Shulman, Vice Admiral Tim Szymanski and Edward Delatorre, appointed to the Board on Oct. 20, 2026.

• Six of seven directors are independent; Cohen serves as CEO and Board Chair, while the Board retains flexibility to combine or separate those roles.

• Audit, Compensation and Nominating and Corporate Governance committees are composed of independent directors; the Board held 3 meetings in 2025 and each director attended at least 75% of applicable meetings.

• The Board cites director diversity and varied experience as factors in nominations; its committee considers qualified director candidates recommended by stockholders.