Purple Innovation (PRPL) Proxy Filing summary

Executive summary

• Special meeting scheduled for October 15, 2024, to address protection of $238 million in net operating loss carryforwards (NOLs).

• Proposals include amending the charter to restrict certain stock acquisitions and ratifying a stockholder rights plan.

• Board unanimously recommends voting in favor of all proposals to preserve tax benefits.

• NOL protections, if approved, will sunset on June 30, 2025.

Voting matters and shareholder proposals

• Proposal 1: Amend charter to prohibit acquisitions resulting in ownership above 4.9% to protect NOLs.

• Proposal 2: Ratify NOL Rights Plan to deter acquisitions that could trigger an ownership change under Section 382.

• Proposal 3: Approve adjournment of the meeting if more time is needed to solicit votes.

• All proposals require a majority of outstanding shares for approval; abstentions and broker non-votes count as negative votes for Proposals 1 and 2.

• Coliseum Capital, holding 43.5% of shares, intends to vote in favor of all proposals.

Board of directors and corporate governance

• Board has authority to approve exceptions to transfer restrictions if deemed in the company’s best interest.

• Board can modify or waive transfer restrictions in response to changes in law or to preserve NOLs.

• Board recommends voting “FOR” all proposals.