Sports Entertainment Gaming Global Media (SEGG) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for February 9, 2026, and will be held virtually to maximize shareholder participation and engagement worldwide.

• Shareholders will vote on director elections, auditor ratification, stock split proposals, incentive plan amendments, and share issuance proposals.

• The company has officially changed its name to Sports Entertainment Gaming Global Corporation as of January 27, 2026.

Voting matters and shareholder proposals

• Election of one Class III director to serve until 2028.

• Ratification of Boladale Lawal & Co. as independent auditor for 2025 and quarterly reviews for 2026.

• Approval of potential issuance of shares and warrants that may result in a change of control or exceed 20% of outstanding shares, in compliance with Nasdaq rules.

• Authorization for the board to effect forward or reverse stock splits at ratios ranging from 2-for-1 to 30-for-1 (forward) and 1-for-2 to 1-for-30 (reverse).

• Amendment to the 2021 Incentive Plan to increase reserved shares to 3,750,000 post-reverse split.

• Advisory proposal to adjourn the meeting if more time is needed to solicit votes.

Board of directors and corporate governance

• The board consists of five directors post-meeting, with a mix of legal, financial, sports, and entertainment expertise.

• Four directors are deemed independent under Nasdaq rules; all audit and compensation committee members are independent.

• The board operates with audit, compensation, and nominating/governance committees, each with defined responsibilities and annual evaluations.

• Corporate governance guidelines and a code of conduct are in place, with annual reviews and required disclosures for amendments.