USBC (USBC) Proxy Filing summary

Executive summary

• Special Meeting scheduled for March 7, 2025, to vote on a reverse stock split and potential adjournment to solicit more proxies if needed.

• Reverse stock split aims to maintain NYSE American listing and improve share price, with a ratio up to 1-for-15 at the Board's discretion before September 30, 2025.

• Board unanimously recommends voting in favor of both proposals, citing best interests of shareholders and company.

• Proxy materials and annual report are available online, and shareholders are encouraged to vote via internet, phone, or mail.

Voting matters and shareholder proposals

• Proposal 1: Approve amendment to Articles of Incorporation for a reverse stock split, ratio up to 1-for-15, timing and ratio at Board's discretion.

• Proposal 2: Approve adjournment of the meeting to solicit additional proxies if insufficient votes are present.

• Both proposals require a majority of voting power present or represented by proxy to pass.

• Abstentions count as votes against Proposal 1; broker non-votes are not expected for routine matters.

• Shareholder proposals for the next annual meeting must be submitted by April 15, 2025, to be considered.

Board of directors and corporate governance

• Board has full discretion to determine the reverse split ratio and timing if approved.

• No director or executive officer has a substantial interest in the reverse split beyond that of all shareholders.

• Board recommends voting FOR both proposals.