NextTrip (NTRP) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on February 27, 2025, with stockholders voting on six key proposals, including director election, auditor ratification, and significant share issuances tied to preferred stock conversions and an equity line of credit.

• Only stockholders of record as of January 22, 2025, are eligible to vote, with detailed instructions provided for proxy voting by mail, phone, fax, or online.

• The board unanimously recommends voting in favor of all proposals, emphasizing their alignment with the company's and stockholders' best interests.

Voting matters and shareholder proposals

• Proposals include electing one Class I director, ratifying Haynie & Company as auditor, approving share issuances upon conversion of Series J, K, L, M Preferred Stock and warrants, approving insider conversions, authorizing share issuance under an equity line of credit, and potential adjournment to solicit more votes.

• Each proposal requires a majority of votes cast to pass; abstentions and broker non-votes generally have no effect.

• Insiders William Kerby and Donald Monaco have a substantial interest in the approval of the Series L Preferred conversion.

Board of directors and corporate governance

• The board consists of five members divided into three staggered classes, with Donald P. Monaco nominated for re-election as Class I director.

• The board has audit, compensation, and nominating/governance committees, all composed of independent directors except for one non-independent member.

• The board encourages diversity and considers a broad range of backgrounds and experiences in director nominations.

• Directors are indemnified to the fullest extent permitted by law.