Dolphin Entertainment (DLPN) Proxy Filing summary

Executive summary

• Annual meeting scheduled for September 24, 2024, with four key proposals up for shareholder vote, including director elections, auditor ratification, a reverse stock split, and an increase in Series C preferred stock voting rights.

• Shareholders of record as of July 29, 2024, are eligible to vote, with options to vote online, by mail, phone, or in person.

• Board recommends voting in favor of all proposals.

Voting matters and shareholder proposals

• Proposal 1: Elect seven directors to serve until the 2025 annual meeting.

• Proposal 2: Ratify Grant Thornton LLP as independent auditors for 2024.

• Proposal 3: Approve a 1-for-2 reverse stock split of common stock.

• Proposal 4: Increase Series C Convertible Preferred Stock voting rights from five to ten votes per share.

• Board recommends a vote “FOR” each proposal.

Board of directors and corporate governance

• Board consists of seven members, with six current directors and one new nominee, Hilarie Bass.

• Board combines CEO and Chairman roles; no formal risk oversight function currently performed.

• Audit and Compensation Committees are in place; no standing nominating committee.

• Board diversity matrix: 2 female, 5 male directors; 3 directors identify as White.