NextTrip (NTRP) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for April 9, 2025, will be held virtually, with registration required by April 8, 2025.

• Stockholders will vote on electing one Class I director and ratifying the appointment of Haynie & Company as the independent auditor for fiscal 2025.

• Only holders of common stock, Series H, and eligible Series I Preferred as of March 7, 2025, may vote; other preferred series are non-voting for these matters.

• Board recommends voting “FOR” both proposals.

Voting matters and shareholder proposals

• Proposal 1: Elect Donald P. Monaco as Class I director for a three-year term.

• Proposal 2: Ratify Haynie & Company as independent auditor for fiscal year ending February 28, 2025.

• Stockholders may submit proposals for the 2026 meeting by November 12, 2025.

• Voting options include online, phone, fax, or mail; beneficial owners must follow nominee instructions.

Board of directors and corporate governance

• Board consists of five members divided into three staggered classes; majority are independent under Nasdaq rules.

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

• Board meetings: 25 held in fiscal 2024, with all directors attending at least 75%.

• Board encourages diversity and considers a broad range of backgrounds for director nominees.