Snail (SNAL) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on May 27, 2026, with voting on director elections and auditor ratification.

• Only shareholders of record as of April 15, 2026, may vote; Class A shares have one vote, Class B shares have ten votes each.

• The company qualifies as a controlled company under Nasdaq rules, with exemptions from certain governance requirements.

• Proxy materials and annual reports are available online, and shareholders are encouraged to vote electronically or by mail.

Voting matters and shareholder proposals

• Shareholders will vote to elect eight directors and to ratify BDO USA, P.C. as the independent auditor for 2026.

• The board recommends voting FOR all director nominees and FOR auditor ratification.

• Shareholder proposals for the 2027 meeting must be received by December 18, 2026, for inclusion in the proxy.

• Procedures for director nominations and other proposals are detailed, with specific deadlines and requirements.

Board of directors and corporate governance

• The board consists of eight members, with three independent directors (37.5%).

• Board committees include Audit, Compensation, and Nominating and Corporate Governance, each with defined charters.

• The board emphasizes diversity and inclusion, and all directors attended at least 75% of meetings in 2025.

• The company’s founder and spouse control over 50% of voting power, qualifying it as a controlled company.

• Board leadership combines the roles of Chairman and CEO for efficiency.