NextTrip (NTRP) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on October 7, 2025, with stockholders able to participate online and vote on key proposals.

• Record date for voting is August 8, 2025; only holders of common stock, Series H, and Series I Preferred as of that date may vote.

• Proxy materials are available online, and multiple voting methods are provided, including internet, phone, fax, and mail.

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 issuance of more than 19.99% of common stock upon conversion of Series J–P Preferred Stock and exercise of warrants, per Nasdaq Rule 5635(d).

• Approval of issuance of common stock to insiders upon conversion of Series L Preferred, per Nasdaq Rule 5635(c).

• Approval of issuance of more than 19.99% of common stock under an equity line of credit with Alumni Capital LP.

• 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; majority are independent under Nasdaq rules.

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

• Board leadership structure separates Chairman and CEO roles; directors can be removed by two-thirds stockholder vote.

• Directors are expected to attend meetings and participate actively; all attended at least 75% of meetings in fiscal 2025.