Loop Media (LPTVQ) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for September 19, 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.

• Board recommends voting in favor of all proposals, including annual advisory votes on executive compensation.

• Only stockholders of record as of August 20, 2024, are entitled to vote.

Voting matters and shareholder proposals

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

• Ratification of Marcum LLP as independent auditor for fiscal year ending September 30, 2024.

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

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

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

• Procedures for submitting shareholder proposals for the 2025 annual meeting are outlined.

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 are established, all with independent members.

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

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