Giftify (GIFT) Proxy filing summary

Executive summary

• Annual Meeting scheduled for October 17, 2025, to be held virtually, with shareholders of record as of August 25, 2025, eligible to vote.

• Key business divisions include Restaurant.com and CardCash, with recent growth and integration following the CardCash acquisition.

• CardCash is expanding branded exchanges, checkout technology, and charitable giving platforms, aiming for higher margins and market share by 2026.

• Restaurant.com B2C and B2B divisions each contributed about 50% of gross revenue in 2024, with bundled offerings and corporate partnerships driving growth.

Voting matters and shareholder proposals

• Shareholders will vote on electing five directors and ratifying Weinberg & Company, P.A. as the independent registered public accounting firm for 2025.

• Board recommends voting FOR all director nominees and FOR the auditor ratification.

• No cumulative voting; majority of shares present or represented by proxy required for approval.

• Shareholder proposals for the 2026 meeting must be submitted by October 26, 2025.

Board of directors and corporate governance

• Board consists of five directors, three of whom are independent under Nasdaq standards.

• Committees include Audit, Compensation, and Nominating and Corporate Governance, all chaired by independent directors.

• Board emphasizes diversity, integrity, and industry expertise; regular executive sessions held without management.

• Board and committees oversee risk management, cybersecurity, and succession planning.