NextTrip (NTRP) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on November 14, 2025, with stockholders able to participate online and vote on key proposals.

• Record date for voting is September 25, 2025; only holders of common stock, Series H, and Series I Preferred as of that date may vote.

• The Board recommends voting in favor of all proposals, including director elections, auditor ratification, and share issuances.

Voting matters and shareholder proposals

• Election of two Class II directors to serve until the 2029 annual meeting.

• Ratification of Haynie & Company as independent auditor for fiscal year ending February 28, 2026.

• Approval of issuances exceeding 19.99% of common stock upon conversion of multiple series of preferred stock and warrants, and for an equity line of credit with Alumni Capital LP.

• Approval of common stock issuance to insiders upon conversion of Series L and Q Preferred Stock.

• Approval to adjourn the meeting if additional votes are needed.

Board of directors and corporate governance

• Board consists of seven members, divided into three staggered classes with three-year terms.

• Majority of directors are independent under Nasdaq rules; separation of Chairman and CEO roles currently in place.

• Board committees include Audit, Compensation, and Nominating and Corporate Governance, each with independent members.

• Directors are evaluated for character, experience, and diversity; stockholders may recommend nominees.