Off The Hook YS (OTH) Proxy filing summary

Executive summary

• Annual Meeting scheduled for June 24, 2026, to be held virtually, with voting rights for shareholders of record as of May 4, 2026.

• Proxy materials are primarily distributed online to increase efficiency and reduce costs, with paper copies available upon request.

• Three main proposals: election of seven directors, ratification of M&K CPAS PLLC as auditor, and approval of amendments to the 2025 Equity Incentive Plan.

• Board recommends voting “FOR” all proposals.

Voting matters and shareholder proposals

• Proposal 1: Elect seven directors for one-year terms expiring at the 2027 annual meeting.

• Proposal 2: Ratify M&K CPAS PLLC as independent registered public accounting firm for fiscal year ending December 31, 2026.

• Proposal 3: Approve amendments to the 2025 Equity Incentive Plan, including share reserve increase, evergreen provision, expanded award types, and ratification of prior RSU awards.

• No other matters are expected to be presented; Board proxies may vote on any new matters at their discretion.

Board of directors and corporate governance

• Board consists of seven members, three of whom are independent; all directors are subject to annual election.

• Separate Chairman and CEO roles; majority voting standard for director elections.

• Controlled company status exempts from certain NYSE American requirements, such as majority independent board and fully independent compensation committee.

• Board committees: Audit, Compensation, and Nominating & Corporate Governance, each with defined responsibilities and charters.

• Code of Conduct and Ethics applies to all directors, officers, and employees.