Sports Entertainment Gaming Global Media (SEGG) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually in 2025, with stockholders voting on key proposals including director election, a reverse stock split, auditor ratification, and potential adjournment to solicit more proxies if needed.

• The Board recommends voting in favor of all proposals, including the reverse stock split to maintain Nasdaq listing compliance.

• The company has experienced significant board and executive turnover since 2022, with a current focus on restarting core business operations.

Voting matters and shareholder proposals

• Four proposals are up for vote: election of a Class II director, approval of a reverse stock split, ratification of the independent auditor, and approval to adjourn the meeting if more proxies are needed.

• The reverse stock split proposal allows the Board to select a ratio between 1-for-10 and 1-for-40 to help regain Nasdaq compliance.

• Stockholders may submit proposals or director nominations for future meetings, subject to SEC and bylaw requirements.

Board of directors and corporate governance

• The Board consists of three classes, with staggered terms; current directors have backgrounds in motorsports, law, finance, and entertainment.

• All current directors are considered independent under Nasdaq rules.

• The Board has Audit and Compensation Committees, both composed entirely of independent directors.

• The Board has adopted Corporate Governance Guidelines and a Code of Business Conduct and Ethics.