SWK (SWKH) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held virtually on June 13, 2025, to vote on four key proposals, including director elections, auditor ratification, executive compensation, and an amendment to the equity incentive plan.

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

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

Voting matters and shareholder proposals

• Proposals include electing three directors, ratifying BPM LLP as independent auditor, advisory approval of executive compensation, and amending the 2010 Equity Incentive Plan to extend its term to June 13, 2030.

• The Board recommends voting FOR all proposals.

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

Board of directors and corporate governance

• Director nominees: Jerry Albright, Laurie L. Dotter, and Robert K. Hatcher, all with significant financial and investment experience.

• All directors are independent under Nasdaq rules, except for a former director, and the company is a "controlled company" due to Carlson Capital's 72.6% ownership.

• The Board has audit, compensation, and governance committees, with some committee members relying on controlled company exemptions for independence.

• The Board met 11 times in 2024, with each director attending at least 75% of meetings.