Heritage Global (HGBL) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on June 3, 2026, with shareholders able to vote online, by phone, or by mail.

• Shareholders will vote on electing two Class II directors and ratifying the appointment of UHY LLP as independent auditor for 2026.

• The Board recommends voting in favor of both proposals.

• Shareholders of record as of April 6, 2026, are entitled to vote, with common stock and Series N Preferred Stock voting together on an as-converted basis.

Voting matters and shareholder proposals

• Proposal 1: Election of Michael Hexner and William Burnham as Class II directors for a three-year term expiring in 2029.

• Proposal 2: Ratification of UHY LLP as independent auditor for the fiscal year ending December 31, 2026.

• Shareholders may submit proposals for the 2027 annual meeting by December 28, 2026, and must follow specific by-law and SEC requirements.

Board of directors and corporate governance

• The Board is divided into three classes with staggered terms; current nominees and continuing directors have diverse backgrounds in business, finance, and compliance.

• Board committees (Audit, Compensation, Corporate Governance) are composed solely of independent directors.

• The Board separates the roles of Chairman and CEO, with Samuel Shimer as Chairman and Ross Dove as CEO.

• The Board met quarterly in 2025, with high attendance.

• Board diversity matrix shows a mix of gender and backgrounds among seven directors.