SOBR Safe (SOBR) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for July 17, 2025, to be held virtually, with five key proposals up for shareholder vote, including changes to bylaws, board elections, equity plan amendments, a potential reverse stock split, and auditor ratification.

• Only holders of common stock as of June 9, 2025, are eligible to vote; there were 1,516,145 shares outstanding on the record date.

• Voting can be conducted online, by phone, mail, or during the virtual meeting, with detailed instructions provided for both record and beneficial owners.

• The company uses a “Full Set Delivery” method for proxy materials, providing both paper and online access.

Voting matters and shareholder proposals

• Proposal 1: Amend and restate bylaws to implement a staggered (classified) board structure, dividing directors into three classes with staggered terms.

• Proposal 2: Elect five directors to serve one-, two-, or three-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: Grant the board discretion to implement a reverse stock split (1:2 to 1:10) if needed to maintain Nasdaq listing.

• Proposal 5: Ratify Haynie and Company as the independent registered accounting firm for 2025.

• All proposals are recommended for approval by the board.

Board of directors and corporate governance

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

• If the classified board is approved, directors will serve staggered terms; otherwise, all will serve one-year terms.

• Committees include Audit, Compensation, and Nominating and Corporate Governance, each with independent directors and regular meetings.

• The amended bylaws introduce advance notice, proxy access, and special meeting requirements for shareholders.