Purple Innovation (PRPL) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held virtually on June 10, 2025, with stockholders able to attend, submit questions, and vote online after registering in advance.

• Stockholders will vote on the election of nine directors, an advisory say-on-pay vote for executive compensation, and the ratification of BDO USA, LLP as the independent auditor for 2025.

• The Board recommends voting in favor of all director nominees and both proposals.

• Only stockholders of record as of April 14, 2025, are entitled to vote.

Voting matters and shareholder proposals

• Proposal 1: Election of nine directors for a one-year term; majority of votes cast required for election.

• Proposal 2: Advisory approval of executive compensation; non-binding, but results considered for future decisions.

• Proposal 3: Ratification of BDO USA, LLP as independent auditor for 2025; majority of votes cast required.

• Stockholders may submit proposals for the 2026 meeting by December 26, 2025, and must follow SEC and bylaw requirements.

Board of directors and corporate governance

• Board consists of nine nominees, with 62.5% independent and 87.5% non-employee directors.

• Board leadership is separated between the Chair and CEO; Adam Gray serves as Chair, Gary DiCamillo as Lead Independent Director.

• Three standing committees: Audit, Human Capital & Compensation, and Nomination & Governance, all chaired by independent directors.

• Board skills matrix highlights expertise in operations, finance, marketing, risk management, and inclusion.

• Stock ownership guidelines require senior management and directors to hold equity multiples of salary or retainer.