Creative Realities (CREX) Proxy Filing summary

Executive summary

• Annual meeting scheduled for October 18, 2024, to elect four directors, approve the 2023 Stock Incentive Plan, and ratify Grant Thornton as the independent auditor for 2024.

• Shareholders of record as of August 26, 2024, are eligible to vote; proxy materials are available online and by request.

• Board recommends voting FOR all proposals; voting can be done online, by phone, mail, or in person.

Voting matters and shareholder proposals

• Proposal 1: Elect four directors to serve until the next annual meeting.

• Proposal 2: Approve the 2023 Stock Incentive Plan, authorizing up to 2,500,000 shares for equity awards.

• Proposal 3: Ratify Grant Thornton as the independent auditor for fiscal 2024.

• Shareholder proposals for the 2025 meeting are due by April 29, 2025, for inclusion in proxy materials.

Board of directors and corporate governance

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

• Richard Mills serves as both CEO and Chairman; board believes this structure supports effective oversight.

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

• Board diversity matrix shows no members currently qualify as "diverse" under Nasdaq rules.