Urban-Gro (UGRO) Proxy filing summary

Executive summary

• A special meeting of stockholders is scheduled for June 3, 2026, to address key corporate actions following a recent merger with Flash Sports and Media, Inc.

• The meeting will be held virtually, allowing all stockholders to participate and vote regardless of location.

• The Board recommends voting in favor of all proposals, which include a corporate name change, share issuances related to the merger and financing, and potential adjournment to solicit more votes if needed.

Voting matters and shareholder proposals

• Proposal 1 seeks approval to amend the Certificate of Incorporation to change the company name to Flash Sports & Media Holdings, Inc.

• Proposal 2 requests approval for issuing common stock upon conversion of Series B Convertible Non-Voting Preferred Stock, potentially exceeding 19.99% of outstanding shares.

• Proposal 3 seeks approval for issuing common stock in connection with transactions with Hudson Global Ventures, LLC and Agile Hudson Partners LLC, also potentially exceeding 19.99% of outstanding shares.

• Proposal 4 allows adjournment of the meeting to solicit additional proxies if necessary.

• Each proposal requires a majority vote for approval, and the Board recommends voting "FOR" all proposals.

Board of directors and corporate governance

• The Board is actively soliciting proxies and has designated the CEO as the primary proxy holder.

• An inspector of election will count votes, and a quorum requires a majority of outstanding shares.

• The Board is led by Chairperson and CEO Bradley J. Nattrass.