Loop Media (LPTVQ) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for August 15, 2024, to be held virtually, with voting on key corporate matters including director elections, auditor ratification, share authorization increase, executive compensation, and meeting adjournment if needed.

• Shareholders of record as of June 18, 2024, are eligible to vote; 79,048,736 shares of common stock outstanding as of the record date.

• Voting can be conducted online, by phone, mail, or during the virtual meeting; proxies may be revoked at any time before being exercised.

Voting matters and shareholder proposals

• Election of five incumbent directors to serve until the next annual meeting.

• Ratification of Marcum LLP as independent registered public accounting firm for fiscal year ending September 30, 2024.

• Approval to amend Articles of Incorporation to increase authorized common stock from 150,000,000 to 225,000,000 shares.

• Advisory vote on executive compensation and on the frequency of such votes, with the Board recommending annual votes.

• Approval to adjourn the meeting if insufficient votes are present for the share increase proposal.

Board of directors and corporate governance

• Board consists of five members, with four deemed independent under NYSE American rules.

• Board met three times in fiscal 2023; all directors attended at least 75% of meetings.

• Audit, Compensation, and Nominating and Corporate Governance Committees established, all with independent members.

• Board leadership structure separates Chairman and CEO roles; periodic review of structure and risk oversight.

• Code of Business Conduct and Ethics and anti-hedging policy in place for directors, officers, and employees.