Alliance Entertainment Holding Corp

1. 1

   Election of Two Class III Directors

   ManagementBoard: FOR

   Elect Bruce Ogilvie and Jeffrey Walker to serve as Class III directors until the 2029 Annual Meeting or until their successors are duly elected and qualified.

2. 2

   Non-Binding, Advisory Vote on the Compensation of Named Executive Officers

   ManagementBoard: FOR

   Approve, on a non-binding advisory basis, the compensation of the named executive officers as disclosed in the proxy statement, including the Executive Compensation section and related tables.

   More detail

   Proposal No. 2 asks stockholders to approve, on a non-binding advisory basis, the overall compensation of Alliance Entertainment Holding Corporation’s named executive officers. The vote covers the compensation philosophy, policies, practices, Summary Compensation Table, and related executive compensation disclosures rather than any single pay element. Management says the programs are intended to attract, motivate, and retain executives who are critical to the Company’s success. It also states that executives are rewarded for achieving long-term and strategic goals and increasing stockholder value. The Compensation Committee periodically reviews the programs to align executive incentives with stockholder interests. The fiscal 2026 named executive officers were Bruce Ogilvie, Jeffrey Walker, and Amanda Gnecco. The filing notes substantial salary and bonus compensation, including retroactive salary and bonus amounts for the Executive Chairman and Chief Executive Officer, as well as limited equity compensation for the Chief Financial Officer. The proposal is advisory and therefore does not bind the Company, the Compensation Committee, or the Board, although management says it will consider stockholder concerns and voting results. Approval requires a majority of the voting power present and entitled to vote, with abstentions treated as votes against and broker non-votes having no effect. The Board unanimously recommends voting FOR because it believes the disclosed program aligns executive and stockholder interests and supports short- and long-term objectives.

3. 3

   Non-Binding, Advisory Vote on the Frequency of Future Advisory Votes on Named Executive Officer Compensation

   ManagementBoard: FOR

   Choose, on a non-binding advisory basis, whether future say-on-pay votes should occur every year, every two years, or every three years, or abstain.

   More detail

   Proposal No. 3 asks stockholders to select the desired frequency for future advisory votes on named executive officer compensation. The available choices are every year, every two years, every three years, or abstention. The proposal is required by Section 14A of the Exchange Act and is advisory rather than binding. The Board recommends a three-year interval for future say-on-pay votes. Management explains that the Company reviews the core elements of its executive compensation programs and practices in relation to three-year strategic goals. A three-year cycle is therefore presented as more consistent with the time horizon over which the Company evaluates compensation alignment and strategic performance. The filing states that the frequency receiving the greatest number of votes cast will be considered the stockholders’ recommended frequency. Broker non-votes and abstentions will have no effect on the outcome. The Board and Compensation Committee will nevertheless carefully review and consider the voting results despite their non-binding nature. The filing indicates that the next say-on-frequency vote is expected at the 2032 Annual Meeting, while the next say-on-pay vote is expected at the 2029 Annual Meeting. The Board unanimously recommends voting for future advisory compensation votes to occur every three years.

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When is the Alliance Entertainment Holding Corp 2026 annual meeting?

Alliance Entertainment Holding Corp (AENT) holds its 2026 annual shareholder meeting on Thursday, November 5, 2026.

What is the record date for the Alliance Entertainment Holding Corp 2026 meeting?

The record date for the Alliance Entertainment Holding Corp 2026 meeting is Tuesday, September 8, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Alliance Entertainment Holding Corp's 2026 meeting?

The board is presenting 2 director nominees at the Alliance Entertainment Holding Corp 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Alliance Entertainment Holding Corp 2026 meeting?

Shareholders will vote on 3 proposals at the Alliance Entertainment Holding Corp 2026 meeting, each tagged with who proposed it and the board's recommendation.