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.

• The board recommends voting in favor of all proposals, which are designed to support capital raising, compliance with Nasdaq rules, and corporate governance.

• Only stockholders of record as of January 22, 2025, are eligible to vote, with multiple voting methods available.

Voting matters and shareholder proposals

• Election of one Class I director to serve until the 2028 annual meeting.

• Ratification of Haynie & Company as independent auditor for fiscal year ending February 28, 2025.

• Approval of issuances exceeding 19.99% of common stock upon conversion of Series J, K, L, and M Preferred Stock and exercise of warrants, and for an equity line of credit with Alumni Capital LP.

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

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

Board of directors and corporate governance

• The board consists of five members divided into three staggered classes, with a majority considered independent under Nasdaq rules.

• Board committees include audit, compensation, and nominating/governance, each with written charters and independent members.

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

• The board held 25 meetings in fiscal 2024, with all directors attending at least 75% of meetings.