Dolphin Entertainment (DLPN) Proxy Filing summary

Executive summary

• Annual meeting scheduled for November 10, 2025, with shareholders of record as of September 15, 2025, eligible to vote on four key proposals.

• Proposals include election of seven directors, ratification of Grant Thornton LLP as auditor, approval of potential issuance of 20% or more of common stock under a purchase agreement, and a non-binding say-on-pay vote.

• Board recommends voting in favor of all proposals; proxy materials are primarily distributed via internet to reduce costs and environmental impact.

Voting matters and shareholder proposals

• Shareholders will vote on director elections, auditor ratification, approval of share issuance under a purchase agreement, and executive compensation.

• Board recommends a “FOR” vote on all proposals; each proposal has specific voting requirements, with most requiring a majority of votes cast.

• Shareholder proposals for the 2026 meeting must be submitted by the 45th day before the anniversary of the 2025 proxy mailing.

Board of directors and corporate governance

• Board consists of seven directors, all nominated for re-election, with diverse backgrounds in entertainment, law, finance, and philanthropy.

• CEO and Chairman roles are combined; board does not perform a formal risk oversight function.

• Audit and Compensation Committees are in place; majority of directors are independent per Nasdaq standards.

• No family relationships among directors or executive officers; no material legal proceedings involving directors.

• Code of Ethics and Code of Conduct adopted and available on the company website.