Old Market Capital (OMCC) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for September 8, 2025, to elect directors, ratify auditor, and hold a say-on-pay vote.

• Record date for voting is July 14, 2025; 6,753,625 shares of common stock outstanding and entitled to vote.

• Proxy materials available online and by mail; voting can be done by mail, phone, or internet.

Voting matters and shareholder proposals

• Proposals include: election of five directors, ratification of Forvis Mazars, LLP as auditor, and advisory vote on executive compensation.

• Board recommends voting FOR all proposals.

• Shareholder proposals for the 2026 meeting must be submitted between May 11, 2026, and June 10, 2026.

Board of directors and corporate governance

• Board consists of five members, all nominated for re-election; majority are independent per NASDAQ rules.

• Committees: Audit (Hutchins, Keating, Zhu), Compensation (Keating, Zhu), Nominating/Corporate Governance (Zhu, Hutchins), and Investment.

• Board and committee members attended at least 75% of meetings in FY2025.

• Board diversity matrix disclosed; all five directors are male.

• Board leadership structure allows CEO and Chairman roles to be combined; currently both held by Jeffrey Royal.