System1 (SST) Proxy Filing summary

Executive summary

• Annual meeting scheduled for June 10, 2025, to be held virtually, with voting on five key proposals.

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

• Proxy materials distributed via mail and online, with multiple voting methods available.

Voting matters and shareholder proposals

• Election of three Class III directors: Ryan Caswell, John Civantos, and Tanmay Kumar, each recommended by the board.

• Ratification of Deloitte & Touche LLP as independent auditor for 2025, following a transition from PwC.

• Authorization for a reverse stock split at a ratio between 1-for-10 and 1-for-50 to maintain NYSE listing.

• Approval of amendments to the 2022 Incentive Award Plan (increasing share reserve) and 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.

• No formal CEO/Chair separation; CEO serves as Chair.

• Code of ethics and insider trading policy in place.