Data Storage (DTST) Proxy Filing summary

Executive summary

• Shareholders are asked to approve the divestiture of the cloud solutions business, representing the sale of nearly all assets, including subsidiaries CloudFirst Delaware and CloudFirst Europe, to Total Server Solutions Holdings for $40 million, a premium over recent market value.

• The Board unanimously recommends the divestiture, citing strategic value, premium valuation, and the opportunity for a substantial tender offer to repurchase up to 85% of each shareholder's stock.

• A fairness opinion from Cassel Salpeter & Co. concluded the purchase price is fair from a financial perspective.

• The transaction is expected to close in Q3 2025, subject to shareholder approval and other customary conditions.

Voting matters and shareholder proposals

• Proposals include: (1) approval of the divestiture, (2) election of ten directors, (3) ratification of the independent auditor, (4) advisory vote on executive compensation, (5) advisory vote on divestiture-related executive compensation, and (6) adjournment if more time is needed for votes.

• The Board recommends voting FOR all proposals.

Board of directors and corporate governance

• The Board consists of ten members, with a mix of executive and independent directors; all are standing for re-election.

• Board committees include Audit, Compensation, Nominating & Corporate Governance, Merger & Acquisition, and Cyber Security and Risk.

• The Board has adopted a code of ethics, insider trading policy, and related party transaction policy.