Lazydays (LAZY) Proxy Filing summary

Executive summary

• Annual meeting scheduled for July 3, 2025, to be held virtually, with a record date of June 13, 2025 for voting eligibility.

• Key proposals include director election, auditor ratification, executive compensation advisory vote, amendment to the long-term incentive plan, and a reverse stock split.

• Board recommends voting FOR all proposals on the agenda.

Voting matters and shareholder proposals

• Election of Susan Scarola as Class A director for a term expiring at the 2028 annual meeting.

• Ratification of RSM US LLP as independent auditor for fiscal year ending December 31, 2025.

• Advisory vote on executive compensation (say-on-pay).

• Amendment to the 2018 Long-Term Incentive Plan to increase authorized shares by 12,000,000.

• Approval of a reverse stock split at a ratio between 1-for-2 and 1-for-30, at the Board’s discretion.

• Procedures for submitting shareholder proposals and nominations for the 2026 annual meeting are outlined.

Board of directors and corporate governance

• Board consists of five directors divided into three classes with staggered terms.

• All directors except the Interim CEO are considered independent under Nasdaq and SEC rules.

• Board leadership is separated, with Robert DeVincenzi as Chairman and Ronald K. Fleming as Interim CEO.

• Three standing committees: Audit, Compensation, and Nominating and Governance, each with defined responsibilities and independent membership.

• Stock ownership guidelines require significant equity holdings for executives and directors.