Wrap Technologies (WRAP) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for December 23, 2024, in a virtual-only format, with stockholders able to vote and submit questions online.

• Key proposals include electing five directors, ratifying the new auditor, amending the equity compensation plan, and potential adjournment for further proxy solicitation.

• Only stockholders of record as of November 5, 2024, are eligible to vote, with detailed instructions provided for proxy voting by internet, phone, or mail.

Voting matters and shareholder proposals

• Proposals: (1) Elect five directors for one-year terms; (2) Ratify HTL International, LLC as auditor for 2024; (3) Approve amendment to increase shares in the 2017 Equity Compensation Plan by 7.5 million; (4) Approve adjournment if more proxy votes are needed.

• Board recommends voting FOR all proposals.

• Voting rights: Common stockholders get one vote per share; Series A Preferred holders have aggregate voting rights.

• Plurality voting for directors; majority required for other proposals.

Board of directors and corporate governance

• Board consists of five members, with four deemed independent under Nasdaq rules.

• Board committees: Audit, Compensation, and Nominating & Governance, all with independent directors.

• Board diversity matrix disclosed; no formal diversity policy but values varied backgrounds.

• Chairman and CEO roles are combined; board believes this structure supports effective oversight.