Wrap Technologies (WRAP) Proxy filing summary

Executive summary

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

• The agenda includes seven director elections, auditor ratification, advisory say-on-pay, two charter amendments, authorized-share and Series C issuance approvals, an equity-plan expansion, and possible adjournment.

Voting matters and shareholder proposals

• Seven nominees stand for election through the 2027 annual meeting; directors are elected by plurality, and broker non-votes have no effect.

• Proposals 2–6 and 8 require a majority of votes cast; Proposal 7 requires a majority of outstanding voting shares, with abstentions and broker non-votes having the same effect as AGAINST.

• Record-date holders had 66,551,724 voting shares; a quorum requires one-third of outstanding shares, present virtually or by proxy.

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

• Proposal 8 would permit adjournment to solicit additional votes if support for one or more proposals is insufficient.

Board of directors and corporate governance

• Seven director nominees include CEO and Executive Chairman Scot Cohen; the Board determined six directors are independent under Nasdaq rules.

• The Board held three meetings in FY2025; each director attended at least 75% of Board and applicable committee meetings.

• Audit, Compensation, and Nominating and Corporate Governance committees consist of independent directors; the Audit Committee chair is an SEC-defined financial expert.

• Cohen combines Board chair and principal executive officer roles; the Board cites clear accountability and decision-making, with independent committees and direct risk reporting as safeguards.

• Policies include a Code of Business Conduct and Ethics, insider-trading restrictions, and a Compensation Recovery Policy adopted Nov. 20, 2023.