SOBR Safe (SOBR) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for July 17, 2025, and will be held virtually for all stockholders of record as of June 9, 2025.

• Five key proposals will be presented: staggered board structure, director elections, equity plan amendment, reverse stock split, and auditor ratification.

• Voting can be done online, by phone, mail, or during the virtual meeting; a quorum requires one-third of outstanding shares.

• The proxy statement includes forward-looking statements and risk factors, with reference to the company's 10-K and 10-Q filings.

Voting matters and shareholder proposals

• Proposal 1: Amend bylaws to implement a classified board with three staggered classes, requiring 10% ownership for special meeting calls.

• Proposal 2: Elect five directors for staggered or one-year terms, depending on Proposal 1's outcome.

• Proposal 3: Amend the 2019 Equity Incentive Plan to increase shares available for awards to 350,000.

• Proposal 4: Authorize the board to implement a reverse stock split (1:2 to 1:10) if needed to maintain Nasdaq listing.

• Proposal 5: Ratify Haynie and Company as independent auditors for 2025.

Board of directors and corporate governance

• Board currently consists of five members, with four considered independent under Nasdaq rules.

• Committees include Audit, Compensation, and Nominating & Corporate Governance, all with independent directors.

• The board held three meetings in 2024, and all directors attended except one.

• Amended bylaws set board size between three and seven, with removal of directors by majority vote.

• Proxy access and advance notice provisions are included for director nominations and shareholder proposals.