LuxUrban Hotels (LUXH) Proxy Filing summary

Executive summary

• Special Meeting called to vote on three proposals: Reverse Stock Split, Nasdaq Compliance, and Adjournment Proposals.

• Reverse Stock Split aims to combine outstanding shares at a ratio between 1-for-30 and 1-for-70, with the exact ratio set by the board.

• Nasdaq Compliance Proposal seeks approval for share issuance upon conversion of August 2024 Notes, New Preferred Stock, and exercise of related warrants, exceeding the 19.99% share limitation.

• Adjournment Proposal allows flexibility to adjourn the meeting if more time is needed for approvals.

• Board unanimously recommends voting in favor of all proposals.

Voting matters and shareholder proposals

• Stockholders will vote on the Reverse Stock Split, Nasdaq Compliance, and Adjournment Proposals.

• Approval of the Reverse Stock Split and Nasdaq Compliance Proposals each require a majority of outstanding common stock; Adjournment Proposal requires a majority of shares represented at the meeting.

• Failure to approve the Reverse Stock Split or Nasdaq Compliance Proposals could result in delisting from Nasdaq and default on debt obligations.

• Stockholder proposals for future meetings must comply with company bylaws and SEC rules.

Board of directors and corporate governance

• Board retains discretion to set the reverse split ratio and to abandon the split if deemed not in the best interest of the company.

• Directors, officers, and affiliates are expected to vote in favor of all proposals.

• Beneficial ownership table discloses holdings of directors, officers, and major shareholders.