Venu (VENU) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for October 28, 2025, to address key corporate governance and compensation matters.

• Shareholders will vote on director elections, an amendment to the incentive plan, and auditor ratification.

• Company highlights growth, expansion into new markets, and a focus on redefining live music experiences.

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

Voting matters and shareholder proposals

• Election of seven director nominees to serve until the next annual meeting.

• Approval sought to amend the 2023 Omnibus Incentive Compensation Plan, increasing reserved shares from 2.5M to 7.5M.

• Ratification of Grassi & Co., CPAs, P.C. as independent auditor for fiscal year ending December 31, 2025.

• Shareholder proposals for the 2026 meeting must be submitted by May 15, 2026, for proxy inclusion.

Board of directors and corporate governance

• Board consists of seven directors, majority independent per NYSE American rules.

• CEO JW Roth also serves as Chairman; no lead independent director designated.

• Three standing committees: Audit, Compensation, and Nominating and Corporate Governance, all composed of independent directors.

• Code of Business Conduct and Ethics and Insider Trading Policy in place.