LuxUrban Hotels (LUXH) Proxy Filing summary

Executive summary

• Special Meeting called to vote on a reverse stock split and potential adjournment to secure necessary approvals.

• Reverse stock split proposed at a ratio between 1-for-3 and 1-for-10, with the exact ratio to be set by the board.

• Board recommends voting in favor of both proposals, citing Nasdaq compliance and capital flexibility.

• Forward-looking statements highlight risks, including market conditions and the impact on stock price and liquidity.

Voting matters and shareholder proposals

• Two proposals: (1) Reverse Stock Split Proposal to amend the charter and effect a reverse split; (2) Adjournment Proposal to allow more time for approval if needed.

• Approval of the reverse split requires a majority of outstanding common stock; adjournment requires a majority of shares present or represented.

• Board and executive officers intend to vote in favor; Series B Preferred Stock votes proportionally with common stock.

• No appraisal rights for stockholders regarding these proposals.

• Stockholder proposals for the 2025 annual meeting must be submitted by June 30, 2025, with additional requirements for nominations.

Board of directors and corporate governance

• Board has discretion to implement or abandon the reverse split after stockholder approval, based on market and compliance factors.

• Board may consider trading price, volume, market conditions, and Nasdaq requirements in its decision.