Loop Media (LPTVQ) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for September 19, 2024, to be held virtually; record date is August 20, 2024.

• Key proposals include director elections, auditor ratification, increase in authorized shares, executive compensation, and meeting adjournment if needed.

• Board recommends voting FOR all proposals and for annual say-on-pay votes.

Voting matters and shareholder proposals

• Proposals: elect five directors, ratify Marcum LLP as auditor, amend Articles to increase authorized shares to 225,000, approve adjournment if votes for share increase are insufficient, advisory vote on executive compensation, and advisory vote on frequency of say-on-pay.

• Board recommends FOR all proposals and a one-year frequency for say-on-pay.

• Shareholders can vote online, by phone, mail, or during the virtual meeting.

• Quorum is a majority of voting power; abstentions and broker non-votes have specific effects depending on the proposal.

Board of directors and corporate governance

• Board consists of five members; all are nominees for reelection.

• Four directors are independent per NYSE American rules.

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

• Committees: Audit (Penz, Zilka, Cassidy), Compensation (Penz, Zilka), Nominating and Corporate Governance (Penz, Cassidy, Saint-Fleur).

• Board leadership separated between CEO and Executive Chairman; structure reviewed periodically.

• Code of Business Conduct and Ethics and anti-hedging policy in place.