Sports Entertainment Gaming Global Media (SEGG) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on February 20, 2025, with four main proposals up for shareholder vote, including director election, a reverse stock split, auditor ratification, and a potential adjournment to solicit more proxies if needed.

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

• Shareholders of record as of December 31, 2024, are eligible to vote, with detailed instructions provided for both record and street name holders.

Voting matters and shareholder proposals

• Proposals include electing one Class II director, approving a reverse stock split (ratio 1-for-2 to 1-for-30), ratifying Boladale Lawal & Co. as auditor, and an advisory vote to adjourn if more proxies are needed.

• The board recommends a “FOR” vote on all proposals.

• The reverse stock split is intended to help maintain Nasdaq listing by increasing the share price above $1.00.

• If the reverse split is not approved, the company risks delisting from Nasdaq.

Board of directors and corporate governance

• The board consists of five directors, divided into three classes, with one Class II director (Paul S. Jordan) up for election for a three-year term.

• Four directors are considered independent under Nasdaq rules.

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

• The board’s structure allows flexibility in combining or separating the roles of Chairperson and CEO.

• A Code of Business Conduct and Ethics and Corporate Governance Guidelines are in place for all directors, officers, and employees.