Surgepays (SURG) Proxy filing summary

Executive summary

• The annual meeting is scheduled for June 16, 2026, to be held virtually, with voting on director elections, auditor ratification, and approval of securities purchase agreements that could result in the issuance of 20% or more of common stock to institutional investors.

• The board unanimously recommends voting in favor of all proposals, including the re-election of four directors and approval of significant financing transactions.

• Shareholders of record as of May 5, 2026, are entitled to vote, with each share of common stock carrying one vote.

Voting matters and shareholder proposals

• Proposals include re-electing four directors, ratifying TAAD, LLP as auditor for 2026, and approving securities purchase agreements and related share issuances exceeding 20% of outstanding stock.

• Approval of the securities purchase agreements is required under NASDAQ rules due to the potential issuance of more than 20% of common stock.

• The board recommends a vote for all director nominees and for both proposals 2 and 3.

Board of directors and corporate governance

• The board consists of five directors, with four standing for re-election; all have significant experience in technology, finance, and governance.

• Three board committees are in place: audit, compensation, and nominating/corporate governance, each composed of independent directors.

• All incumbent directors attended at least 75% of meetings in 2025, and all attended the 2025 annual meeting.

• The board encourages director attendance at annual meetings and has adopted a Code of Business Conduct and Ethics.