Digital Brands Group (DBGI) Proxy Filing summary

Executive summary

• Annual meeting scheduled for December 2, 2024, to be held virtually, with participation and voting available online or by phone.

• Key proposals include election of five directors, approval of a reverse stock split, ratification of the independent auditor, and potential adjournment to solicit more proxies if needed.

• Only stockholders of record as of October 17, 2024, are entitled to vote; quorum is one-third of outstanding capital stock.

Voting matters and shareholder proposals

• Proposals: elect five directors, approve a reverse stock split (1-for-10 to 1-for-50), ratify Macias Gini & O'Connell LLP as auditor, and approve adjournment if necessary.

• Reverse stock split aims to regain Nasdaq compliance after a notice of non-compliance with the $1.00 minimum bid price.

• Stockholders can submit proposals for the 2025 meeting by July 3, 2025, and must follow specific bylaw procedures for nominations.

Board of directors and corporate governance

• Board consists of five nominees: John Hilburn Davis IV (Chair/CEO), Mark T. Lynn, Trevor Pettennude, Jameeka Green Aaron, and Huong “Lucy” Doan.

• Three directors are independent per Nasdaq standards; all serve on audit, compensation, and nominating committees.

• Board leadership combines CEO and Chairman roles; committees oversee audit, compensation, and governance.

• Corporate governance guidelines and code of ethics are in place and available online.