Wrap Technologies (WRAP) Proxy filing summary

Executive summary

• Virtual annual meeting scheduled for Dec. 11, 2026; holders of record on Oct. 15, 2026 may vote on eight proposals, and the Board recommends FOR all eight.

• Proposals include director elections, auditor ratification, advisory executive pay, two Charter amendments, authorized-share and equity-plan increases, Series C issuance approval, and possible adjournment.

Voting matters and shareholder proposals

• Six incumbent directors are nominated for terms through the 2027 annual meeting; directors are elected by plurality, and WITHHOLD votes have no effect.

• Proposal 4 would raise authorized common shares from 200M to 300M; Proposal 5 seeks Nasdaq approval for Series C underlying share issuance exceeding 20% of pre-issuance common shares.

• Proposal 6 would add 10M shares to the 2017 Plan, bringing its reserve to 30.5M, and extend the plan through Oct. 14, 2036; only 70,518 shares remained available as of the record date.

• Proposal 7 would remove common-stock voting rights on amendments solely affecting preferred series when the affected series may vote; Proposal 8 permits adjournment to solicit more votes.

• Most proposals require a majority of votes cast; Proposal 7 requires a majority of outstanding voting shares, and abstentions and broker non-votes count against it.

Board of directors and corporate governance

• Board has six nominees; five directors are independent. Scot Cohen serves as CEO and Chairman, with the Board retaining discretion over whether to combine those roles.

• Audit, Compensation, and Nominating and Corporate Governance committees consist of independent directors; each director attended at least 75% of Board and applicable committee meetings in 2025.

• The Nominating and Corporate Governance Committee considers qualified director candidates recommended by eligible stockholders and applies the same criteria regardless of candidate source.

• A Code of Business Conduct and Ethics and insider-trading policy apply to employees and directors; hedging and short-term speculative trades are restricted without CFO approval.