Proficient Auto Logistics (PAL) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held virtually on May 6, 2025, following the company's IPO and the combination of five founding companies and an additional acquisition in 2024.

• The agenda includes electing eight directors and ratifying the appointment of Grant Thornton LLP as the independent auditor for 2025.

• The company emphasizes its integrated national operating foundation and strong balance sheet as key differentiators amid challenging market conditions.

• Forward-looking statements are included, with risks and uncertainties referenced in the Form 10-K.

Voting matters and shareholder proposals

• Shareholders will vote on electing eight directors and ratifying Grant Thornton LLP as the independent auditor.

• The Board unanimously recommends voting FOR all director nominees and FOR the auditor ratification.

• Shareholders of record as of March 10, 2025, are eligible to vote via Internet, phone, or mail.

• Shareholder proposals for the 2026 meeting must be submitted by December 8, 2025, to be included in proxy materials.

Board of directors and corporate governance

• The Board consists of eight nominees with expertise in transportation, finance, HR, and public company leadership.

• A majority of directors are independent; the Board Chair and CEO roles are currently combined, with a Lead Independent Director designated.

• Three standing committees: Audit, Compensation, and Nominating and Corporate Governance, each with written charters and independent members.

• Regular Board and committee meetings with high attendance; directors are required to own shares equal to two times their annual compensation.

• Stockholder engagement and communication channels are established, including anonymous submissions.