Cricut (CRCT) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 28, 2025, to be held virtually, with voting on key proposals and board elections.

• Shareholders of record as of March 31, 2025, are eligible to vote; proxy materials are available online.

• Board recommends voting in favor of all proposals, including director elections, executive compensation, auditor ratification, and a charter amendment.

Voting matters and shareholder proposals

• Four main proposals: election of seven directors, advisory approval of executive compensation, ratification of BDO USA, P.C. as auditor, and amendment to permit officer exculpation.

• Each share of Class A stock has one vote; Class B has five votes; both classes vote as a single class.

• Plurality voting for directors; majority of votes cast required for other proposals.

• Shareholder proposals and nominations for the 2026 meeting must be submitted between January 28 and February 27, 2026.

Board of directors and corporate governance

• Board will be reduced to seven members, with four independent directors.

• Controlled company status under Nasdaq rules due to majority voting power held by Petrus Trust Company.

• Board committees: audit (all independent) and compensation; audit committee met eight times, compensation committee three times in 2024.

• Board diversity considered, though no formal policy; separation of chair and CEO roles.

• Corporate governance guidelines and code of ethics adopted and available online.