Data Storage (DTST) Proxy filing summary

Executive summary

• Completed sale of CloudFirst business in September 2025 for $40 million, driving net income of $19.2 million for fiscal 2025 and a 246% cumulative total shareholder return since December 2022.

• Returned capital to shareholders via a tender offer in January 2026, repurchasing approximately 72% of outstanding common stock.

• Company now operates debt-free with over $9 million in cash, continuing operations in Nexxis Inc., and maintains a Nasdaq listing.

• Board is evaluating strategic alternatives, including acquisitions and new organic initiatives, with updates to be provided as decisions are made.

Voting matters and shareholder proposals

• Shareholders will vote to elect ten directors, ratify the appointment of Rosenberg Rich Baker Berman, P.A. as independent auditor for 2026, and approve executive compensation on a non-binding advisory basis.

• Board recommends voting in favor of all proposals.

• Shareholder proposals for the 2027 annual meeting must be submitted by March 18, 2027.

Board of directors and corporate governance

• Board consists of ten directors, with seven deemed independent under Nasdaq rules.

• Board committees include Audit, Compensation, Nominating & Corporate Governance, Mergers & Acquisitions, Cybersecurity and Risk, and Strategic Business Development.

• Board leadership combines CEO and Chairman roles; independent directors chair all standing committees and meet in executive session at least twice per year.

• Directors are elected for one-year terms; all current directors are nominated for re-election.