Upexi (UPXI) Proxy filing summary

Executive summary

• Annual Meeting scheduled for June 15, 2026, to elect five directors and ratify the appointment of GBQ Partners LLC as independent auditors for fiscal 2026.

• Shareholders of record as of April 20, 2026, are entitled to vote, with one vote per common share and ten votes per preferred share.

• Proxy materials are primarily distributed via internet to reduce costs and environmental impact, with paper copies available upon request.

• Board recommends voting FOR all director nominees and FOR auditor ratification.

Voting matters and shareholder proposals

• Proposal 1: Election of five directors for a one-year term; nominees are current board members.

• Proposal 2: Ratification of GBQ Partners LLC as independent registered public accounting firm for fiscal year ending June 30, 2026.

• Shareholders may submit proposals for the 2027 meeting by January 5, 2027, and must comply with SEC and bylaw requirements for nominations.

Board of directors and corporate governance

• Board consists of five members with diverse backgrounds in business, finance, medicine, and insurance.

• Three directors (Salkind, Dugan, Williams) are considered independent under Nasdaq rules.

• CEO Allan Marshall also serves as Chairman; board believes combined roles enhance strategic planning.

• Board has adopted Corporate Governance Guidelines, a Code of Ethics, and an Insider Trading Policy.

• Board committees (Audit, Compensation, Nominating and Governance) are composed entirely of independent directors.