Sotherly Hotels (SOHO) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held on November 17, 2025, to elect six directors, ratify the appointment of Cherry Bekaert LLP as auditor, hold advisory votes on executive compensation, and determine the frequency of future say-on-pay votes.

• Stockholders of record as of September 18, 2025, are entitled to vote, with multiple voting methods available including proxy card, phone, and internet.

• The board unanimously recommends approval of all proposals and encourages prompt voting to ensure quorum and avoid additional costs.

Voting matters and shareholder proposals

• Proposals include: election of six directors, auditor ratification, advisory say-on-pay, and advisory vote on say-on-pay frequency.

• Board recommends annual (one year) frequency for say-on-pay votes.

• Stockholders may submit proposals for the 2026 meeting by June 3, 2026, following SEC and bylaw procedures.

Board of directors and corporate governance

• Six nominees for director: David R. Folsom, Andrew M. Sims, Maria L. Caldwell, G. Scott Gibson IV, Walter S. Robertson III, and General Anthony C. Zinni.

• Board leadership is separated: Sims as Chairman, Folsom as CEO.

• Majority of board and all committee members are independent under NASDAQ standards.

• Lead independent director role held by Walter S. Robertson III.

• NCGC and Audit Committees oversee governance, compensation, and financial reporting.