Prairie Operating (PROP) Proxy filing summary

Executive summary

• The annual meeting is scheduled for June 3, 2026, to elect four directors, ratify Deloitte & Touche LLP as auditor, and address other business.

• Proxy materials are primarily distributed online, with voting available by internet, phone, or mail.

• As of April 15, 2026, there were 97,344,348 shares of common stock outstanding, each entitled to one vote.

Voting matters and shareholder proposals

• Shareholders will vote on electing four directors and ratifying Deloitte & Touche LLP as the independent auditor for 2026.

• Directors are elected by plurality; auditor ratification requires a majority of shares present.

• Shareholder proposals for the 2027 meeting must be submitted between February 3 and March 5, 2027.

Board of directors and corporate governance

• The board currently separates the roles of Chairman (Erik Thoresen) and Interim CEO (Richard Frommer).

• All directors except the Interim CEO are considered independent under Nasdaq standards.

• The board has Audit, Compensation, and Nominating & Governance Committees, all composed of independent directors.

• The board encourages diversity of experience and skills but does not have a formal diversity policy.

• Directors are encouraged to attend annual meetings; board and committee attendance exceeded 95% in 2025.

• Corporate governance documents and codes of conduct are available on the company website.