Presurance Holdings (CNFR) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on June 3, 2025, with shareholders able to vote online, by phone, or by mail.

• Key proposals include director election, corporate name change, reverse stock split, warrant share issuance, auditor ratification, and executive compensation advisory vote.

• The Board recommends voting in favor of all proposals.

Voting matters and shareholder proposals

• Shareholders will vote on electing Joseph D. Sarafa as director for a three-year term.

• Proposals include changing the company name, a reverse stock split (1-for-2 to 1-for-12), issuing up to 4,000,000 shares upon warrant exercise, ratifying Plante & Moran as auditor, and an advisory say-on-pay vote.

• The Board unanimously recommends approval of all proposals.

• Shareholders of record as of April 7, 2025, are eligible to vote.

Board of directors and corporate governance

• The Board will reduce from eight to five members after the meeting, reflecting a strategic shift following the sale of insurance agency operations.

• All directors are considered independent under Nasdaq and SEC rules.

• The Board is divided into three staggered classes, with only one class elected each year.

• J. Grant Smith serves as independent Chairperson.

• Three standing committees: Audit, Compensation, and Nominating & Corporate Governance, all with independent members.