Surgepays (SURG) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on June 16, 2026, to elect directors, ratify the auditor, approve securities purchase agreements, and address other business.

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

• The Board unanimously recommends voting for all director nominees and for the ratification and approval proposals.

Voting matters and shareholder proposals

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

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

• Voting can be done online, by phone, mail, or during the virtual meeting.

Board of directors and corporate governance

• Director nominees: Kevin Brian Cox, David N. Keys, David May, and Laurie Weisberg, each with significant industry, financial, or leadership experience.

• Board committees include Audit, Compensation, and Nominating & Corporate Governance, all with independent directors except for the CEO.

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

• The Board has adopted a Code of Business Conduct and Ethics and maintains policies for Section 16(a) compliance.