Creative Realities (CREX) Proxy Filing summary

Executive summary

• Annual meeting scheduled for December 29, 2025, to vote on key proposals including director elections, auditor ratification, executive compensation, Series A Preferred Stock conversion, and potential adjournment if needed.

• Shareholders of record as of November 26, 2025, are eligible to vote; both Common Stock and Series A Preferred Stock holders participate, subject to certain limitations.

• Proxy materials and the 2024 Annual Report are available online; voting can be done by mail, phone, or internet.

Voting matters and shareholder proposals

• Six directors are up for election to serve until the next annual meeting.

• Ratification of Grant Thornton LLP as independent auditor for fiscal 2025 is proposed.

• Advisory vote on executive compensation (say-on-pay) is included.

• Approval sought for issuance of Common Stock upon conversion of Series A Preferred Stock, exceeding current ownership and exchange caps, and related change of control under Nasdaq rules.

• Adjournment proposal allows the meeting to be postponed to solicit additional proxies if necessary.

• Shareholder proposals for the 2026 meeting are due by August 5, 2026, with specific requirements for director nominations and universal proxy rules.

Board of directors and corporate governance

• Board consists of six members, four of whom are independent under Nasdaq rules.

• Chairman and CEO roles are combined; majority of the board is independent to provide oversight.

• Board committees include Audit and Compensation; no separate nominating committee, with independent directors handling nominations.

• Audit Committee met four times in 2024; Compensation Committee did not meet in 2024.

• Lead Investor (North Run) has director designation rights based on ownership, with changes to board size and composition contingent on shareholder approval of the Series A Conversion Proposal.