Dolphin Entertainment (DLPN) Proxy Filing summary

Executive summary

• Annual meeting scheduled for September 24, 2024, to vote on four key proposals, including director elections, auditor ratification, a reverse stock split, and an increase in Series C preferred stock voting rights.

• Shareholders of record as of July 29, 2024, are eligible to vote; materials are primarily distributed via internet to reduce costs and environmental impact.

• Board recommends voting in favor of all proposals.

Voting matters and shareholder proposals

• Election of seven directors, including six incumbents and one new nominee, to serve until the 2025 annual meeting.

• Ratification of Grant Thornton LLP as independent registered public accounting firm for 2024.

• Approval of a 1-for-2 reverse stock split to reduce outstanding shares and potentially improve marketability.

• Approval to increase Series C Convertible Preferred Stock voting rights from five to ten votes per share, maintaining management's control.

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

Board of directors and corporate governance

• Board consists of seven members, with a combined CEO/Chairman role; no formal policy on separation of these roles.

• Board held four meetings in 2023; all directors attended at least 75% of meetings.

• Audit and Compensation Committees are in place; no standing nominating committee, with independent directors recommending nominees.

• Board diversity matrix: 2 female and 5 male directors; 3 directors identify as White.

• Code of Ethics and Code of Conduct adopted and available on the company website.