NextTrip (NTRP) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for November 14, 2025, and will be held virtually, allowing all stockholders to participate online with full rights as at an in-person meeting.

• Stockholders as of September 25, 2025, are eligible to vote on key proposals, including director elections, auditor ratification, and significant share issuances.

• The Board recommends voting in favor of all proposals, which include approvals for equity issuances and the adjournment of the meeting if necessary.

Voting matters and shareholder proposals

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

• Ratification of Haynie & Company as the independent registered public accounting firm for fiscal year ending February 28, 2026.

• Approval of the issuance of more than 19.99% of outstanding common stock upon conversion of multiple series of preferred stock and exercise of warrants, in accordance with Nasdaq Listing Rule 5635(d).

• Approval of the issuance of common stock to certain insiders upon conversion of Series L and Q Preferred Stock, in accordance with Nasdaq Listing Rule 5635(c).

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

• Approval to adjourn the meeting to solicit additional proxies if needed.

Board of directors and corporate governance

• The Board consists of seven members divided into three staggered classes, with a majority being independent under Nasdaq rules.

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

• The Board encourages diversity and evaluates director nominees based on experience, integrity, and ability to contribute to company strategy.

• Directors are expected to attend all meetings, and the Board held seven meetings in fiscal 2025.