Meridian Holdings (MRDN) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for October 7, 2024, with voting on board appointments and auditor ratification.

• Proxy materials are distributed primarily online to reduce costs and environmental impact.

• The company completed the acquisition of MeridianBet Group in April 2024, resulting in a reverse merger and recapitalization.

• The board declassification and increase in authorized shares were approved and implemented in April 2024.

Voting matters and shareholder proposals

• Shareholders will vote on the election of four directors (all voting shares) and one director (Series C Preferred only), and the ratification of M&K CPAS, PLLC as independent auditor.

• Voting rights are allocated among common, Series B, and Series C Preferred Stock, with Series C holders having special board appointment rights.

• Plurality voting applies for directors, and majority for auditor ratification; no cumulative voting is allowed.

• Stockholder proposals for the 2025 meeting must be submitted by April 28, 2025, for proxy inclusion.

Board of directors and corporate governance

• The board consists of five members, with a separate Chairman and CEO.

• Board committees (Audit, Compensation, Nominating/Governance) are composed solely of independent directors.

• The board diversity matrix shows one female and four male directors, with compliance to Nasdaq diversity rules.

• Controlled company status applies, but the board voluntarily meets Nasdaq independence requirements.