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 declassifying the Board, electing Class II directors, and ratifying Grant Thornton LLP as auditor.

• Proxy materials are distributed primarily online to reduce costs and environmental impact.

• Shareholders can vote by internet, phone, mail, or during the virtual meeting.

Voting matters and shareholder proposals

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

• Proposal 2: Elect Izzy Martins and Rudy Renda as Class II directors; terms depend on outcome of Proposal 1.

• Proposal 3: Ratify Grant Thornton LLP as independent auditor for fiscal year ending December 31, 2025.

• Board unanimously recommends voting FOR all proposals.

• Shareholder proposals for the 2026 meeting must be submitted by December 29, 2025.

Board of directors and corporate governance

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

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

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

• Insider trading and anti-hedging policies in place for directors, officers, and employees.