Southland (SLND) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for June 13, 2025, to be held virtually, with record date set as April 24, 2025.

• Key proposals include declassification of the Board, election of Class II directors, and ratification of Grant Thornton LLP as auditor.

• Proxy materials are distributed primarily online to reduce costs and environmental impact, with printed copies available upon request.

• Voting can be conducted online, by phone, or by mail, with detailed instructions provided.

Voting matters and shareholder proposals

• Proposal 1 seeks to declassify the Board, moving from staggered three-year terms to annual elections for all directors, effective at the 2026 meeting if approved.

• Proposal 2 is the election of two Class II directors, Izzy Martins and Rudy Renda, for terms dependent on the outcome of Proposal 1.

• Proposal 3 is the ratification of Grant Thornton LLP as the independent registered public accounting firm for 2025.

• Shareholders may submit proposals and director nominations for the 2026 meeting by specified deadlines and procedures.

Board of directors and corporate governance

• Board consists of seven directors, with a mix of executive and independent members.

• Board committees include Audit, Compensation, and Nominating and Governance, all with independent director representation.

• Company is a "controlled company" under NYSE rules but currently complies with all governance requirements for non-controlled companies.

• Insider Trading and Anti-Hedging policies are in place for directors, officers, and employees.