Digital Brands Group (DBGI) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for December 2, 2024, to be held virtually, with voting and participation available online for all shareholders as of October 17, 2024.

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

• Proxy materials, annual report, and related documents are available online; proxy voting is encouraged via mail, phone, or internet.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of five directors, (2) reverse stock split at a ratio between 1-for-10 and 1-for-50, (3) ratification of Macias Gini & O'Connell LLP as auditor, (4) adjournment proposal, and (5) other business as may arise.

• Proposals require a majority vote of outstanding shares, with specific rules for abstentions and broker non-votes.

• Shareholder proposals for the 2025 meeting must be submitted by June 27, 2025, for inclusion in proxy materials.

Board of directors and corporate governance

• Board consists of five members, all nominated for re-election for one-year terms; three are independent under Nasdaq standards.

• Board committees include Audit, Compensation, and Nominating and Governance, each composed entirely of independent directors.

• Board leadership combines CEO and Chairman roles; risk oversight is a collective board responsibility, with committees handling specific risks.

• No director attended fewer than 75% of meetings in 2023; director compensation is equity-based, with no cash compensation currently planned.