SUI Group (SUIG) Proxy filing summary

Executive summary

• Annual meeting scheduled for September 4, 2026, to vote on six key proposals, including director elections, reincorporation to Delaware, executive compensation, director warrant issuance, and potential adjournment.

• Board recommends voting in favor of all proposals; quorum is one-third of outstanding shares.

• Shareholders can attend and vote in person or virtually; record date is July 8, 2026.

Voting matters and shareholder proposals

• Proposal 1: Elect six directors for one-year terms.

• Proposal 2: Approve reincorporation from Minnesota to Delaware via statutory conversion.

• Proposal 3: Advisory vote on executive compensation (say-on-pay).

• Proposal 4: Approve issuance of common stock upon exercise of non-employee director warrants.

• Proposal 5: Approve adjournment of the meeting to solicit additional proxies if needed.

• Shareholder proposals for 2027 annual meeting must be submitted by April 9, 2027.

Board of directors and corporate governance

• Six nominees, including CEO and five independent directors, with diverse backgrounds in finance, technology, and compliance.

• Board leadership is separated between CEO and Chairman roles.

• Board committees: Audit, Compensation, and Nominating/Governance, all with independent members.

• Audit Committee chaired by a financial expert; Compensation Committee oversees executive pay.

• Shareholders can communicate directly with the Board.