Hall of Fame Resort & Entertainment (HOFV) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for November 21, 2024, will be held virtually, allowing all shareholders to participate online and vote on key proposals.

• Shareholders will vote on the election of three Class A directors, an amendment to the 2020 Omnibus Incentive Plan, approval of convertible debt share issuance, and ratification of the external auditor.

• Proxy materials and annual report are available online, and multiple voting methods are provided, including internet, phone, mail, and during the meeting.

Voting matters and shareholder proposals

• Proposal 1: Elect Marcus LaMarr Allen, Jerome Bettis, and Mary Owen as Class A directors for terms expiring at the 2027 annual meeting.

• Proposal 2: Approve an amendment to increase shares available under the 2020 Omnibus Incentive Plan by 600,000 shares.

• Proposal 3: Approve issuance of additional shares upon conversion of certain convertible debt to comply with Nasdaq Listing Rule 5635(d).

• Proposal 4: Ratify Grant Thornton LLP as independent registered public accounting firm for 2024.

• Board recommends a vote “FOR” all proposals.

Board of directors and corporate governance

• Board consists of nine members divided into three classes, with staggered three-year terms.

• Majority of directors are independent per Nasdaq rules; board diversity and qualifications are emphasized.

• Board committees include Audit, Compensation, and Nominating and Corporate Governance, each with defined responsibilities.

• Lead Independent Director role is held by Karl L. Holz.

• Director nomination rights are governed by a Director Nominating Agreement with key stakeholders.