Worksport (WKSP) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for December 11, 2025, at company headquarters, with five key proposals up for shareholder vote, including director elections, auditor ratification, stock option grants, amendments to the equity plan, and potential adjournment for further proxy solicitation.

• Shareholders of record as of October 16, 2025, are eligible to vote, with multiple voting methods available, including online, phone, and mail.

• The Board unanimously recommends voting in favor of all proposals, emphasizing their alignment with company and shareholder interests.

Voting matters and shareholder proposals

• Proposals include electing five directors, ratifying Lumsden & McCormick, LLP as auditors, approving non-plan stock option grants, amending the 2022 Equity Incentive Plan (quarterly evergreen increase to 18%), and authorizing adjournment if needed.

• All proposals require a majority vote, except director elections, which require a plurality.

• No additional shares will be authorized by the non-plan grant proposal, and the equity plan amendment aims to better align share reserve replenishment with operational needs.

Board of directors and corporate governance

• Board nominees: Steven Rossi, Lorenzo Rossi, Craig Loverock, William Caragol, and Ned L. Siegel, with three deemed independent under Nasdaq rules.

• Board committees include Audit, Compensation, and Nominating & Governance, each with defined charters and independent membership.

• The Board oversees risk management, with specific committees handling financial, compensation, and governance risks.

• Code of Conduct applies to all directors, officers, and employees.