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 proposed at a ratio up to 1-for-15, with the exact ratio and timing at the Board's discretion, aiming to maintain NYSE American listing.

• Board unanimously recommends voting in favor of both proposals.

• Stockholders of record as of January 6, 2025, are eligible to vote.

Voting matters and shareholder proposals

• Proposal 1: Approve amendment to Articles of Incorporation for a reverse stock split, ratio up to 1-for-15, to be determined by the Board.

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

• Board recommends voting FOR both proposals.

• Quorum is one-third of voting power; abstentions count as votes against Proposal 1.

• No appraisal or dissenter's rights for stockholders regarding the reverse split.

Board of directors and corporate governance

• Board has full discretion to determine the reverse split ratio and timing before September 30, 2025.

• No director, executive officer, or associate has a substantial interest in the reverse split not shared by all shareholders.

• Procedures for stockholder proposals and director nominations for the next annual meeting are outlined, with specific deadlines.