SWK (SWKH) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held virtually on June 13, 2025, with four main proposals: election of three directors, ratification of BPM LLP as auditor, advisory approval of executive compensation, and approval of an amendment to the 2010 Equity Incentive Plan to extend its term to 2030.

• Only stockholders of record as of April 22, 2025, are entitled to vote, with 12,269,561 shares outstanding.

• Proxy materials are provided online to reduce costs and environmental impact, with print copies available upon request.

Voting matters and shareholder proposals

• Proposals include: (1) election of Jerry Albright, Laurie L. Dotter, and Robert K. Hatcher as directors; (2) ratification of BPM LLP as auditor; (3) advisory vote on executive compensation; (4) approval of amendment to the 2010 Equity Incentive Plan.

• The Board recommends voting FOR all proposals.

• Shareholder proposals for the 2026 meeting must be received by December 20, 2025, for inclusion in the proxy statement.

Board of directors and corporate governance

• All three director nominees are independent under Nasdaq rules and have extensive financial and investment experience.

• The company is a "controlled company" under Nasdaq rules, with Carlson Capital owning 72.6% of shares, and utilizes related governance exemptions.

• The Board has audit, compensation, and governance/nominating committees, with written charters available online.

• The Board separates the roles of CEO and Chair, currently held by Joe D. Staggs and Laurie L. Dotter, respectively.