Dolphin Entertainment (DLPN) Proxy Filing summary

Executive summary

• A special meeting is scheduled for January 21, 2025, to vote on amending the Articles of Incorporation to reduce the Series C Convertible Preferred Stock's voting rights from ten votes per share to three votes per share.

• The amendment is in response to a Nasdaq notification that the current voting structure violates Listing Rule 5640, and approval is required to regain compliance.

• All 50,000 Series C shares are held by the CEO, William O'Dowd, and currently represent 68% of voting power; this would decrease to 38.9% if the amendment passes.

• The Board unanimously recommends voting in favor of the proposal.

Voting matters and shareholder proposals

• Shareholders are being asked to approve the amendment to decrease Series C voting rights.

• Approval requires a majority of votes cast; abstentions and broker non-votes count as votes against.

• No appraisal or dissenters' rights are available for this proposal.

• Shareholder proposals for the 2025 annual meeting must be submitted by April 14, 2025, for inclusion.

Board of directors and corporate governance

• The Board is soliciting proxies and recommends a vote in favor of the amendment.

• Shareholders can communicate with the Board via written correspondence; communications related to accounting and auditing are forwarded to the Audit Committee.

• Copies of governance documents are available on the company website or by request.