System1 (SST) Proxy Filing summary

Executive summary

• Annual meeting scheduled for June 10, 2025, to be held virtually, with voting available online, by phone, or mail.

• Record date for voting is April 22, 2025, with 75,178,434 Class A and 18,703,676 Class C shares outstanding.

• Five key proposals up for shareholder vote, including director elections, auditor ratification, a reverse stock split, and amendments to equity plans.

Voting matters and shareholder proposals

• Proposal 1: Election of three Class III directors (Ryan Caswell, John Civantos, Tanmay Kumar) for terms expiring in 2028.

• Proposal 2: Ratification of Deloitte & Touche LLP as independent auditor for 2025.

• Proposal 3: Authorization for a reverse stock split at a ratio between 1-for-10 and 1-for-50 to regain NYSE compliance.

• Proposal 4: Amendment to the 2022 Incentive Award Plan to increase available shares by 19,125,000, totaling 27,422,625 shares.

• Proposal 5: Amendment to the 2024 Stock Appreciation Rights Plan, lowering EBITDA vesting thresholds and repricing underwater SARs.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of nine directors, majority independent per NYSE standards.

• Committees: Audit (Martire Jr., Kazerani, Naidu), Compensation (Kazerani, Naidu), Nominating & Governance (Horn, Civantos).

• Board met six times in 2024; all directors attended at least 75% of meetings.

• Director nomination process considers diversity, experience, and integrity; shareholders can nominate directors per bylaws.

• Code of ethics and insider trading policy in place.