Traeger Inc

This management proposal seeks shareholder approval to amend the Company’s Certificate of Incorporation to authorize the Board to effect, at its discretion, a reverse stock split of common stock at any whole-number ratio between 1-for-10 and 1-for-50, with the Board retaining authority to decide whether to implement the split, to select the exact ratio within the approved range, or to abandon the amendments altogether. Management is pursuing this authorization principally to address non-compliance with the NYSE minimum $1.00 average closing price requirement after receiving notice from the NYSE, giving the Company a mechanism that could, if implemented appropriately, raise the per-share trading price and thereby help regain NYSE listing compliance. The Board also cites potential ancillary benefits including increased broker and institutional interest, reduced trading volatility, and improved attractiveness of equity-based compensation for employee retention and recruitment. The request is structured as approval of a range of ratios rather than a single ratio to provide the Board flexibility to react to market conditions at the time of any implementation. The Board’s recommendation to vote FOR is framed on the basis that having the authorized flexibility is in the best interests of the company and shareholders because it preserves options to cure the listing deficiency without requiring an additional shareholder meeting. Key risks include that a reverse split may not cure non-compliance with other NYSE standards, may not be sustained at a higher price, may be perceived negatively by some investors, and could increase volatility or reduce liquidity by reducing shares outstanding. The proposal also creates a relative increase in authorized but unissued shares, which could be used in the future without further shareholder approval and therefore carries potential dilution and anti-takeover considerations. If approved, the Board must still determine whether to effect the split and the selected ratio; thus shareholder approval authorizes the mechanism but does not commit the company to execute it. Overall, the proposal is a targeted, governance-level authorization intended to preserve listing status and operational flexibility while exposing shareholders to execution and market-outcome risks that the Board will need to manage.

This management proposal requests shareholder authorization to adjourn or postpone the Special Meeting to a later date if there are insufficient votes to approve Proposal 1 at the scheduled meeting time, thereby permitting the Company to continue soliciting proxies in favor of the reverse stock split authorization. The Board advances this as a procedural backstop to avoid an immediate failure of the reverse split vote and to provide additional time for outreach and solicitation efforts targeted at achieving the required majority of votes cast. Approval simply grants the Board procedural flexibility and does not itself change corporate governance or authorize the reverse split — it enables further solicitation if needed. The proposal is routine in the context of special meeting procedures but is consequential here because the reverse split (Proposal 1) is time-sensitive given the NYSE cure window. The Board recommends voting FOR because, should the reverse split be considered necessary, the adjournment authority materially increases the likelihood that shareholders will ultimately have the opportunity to approve it after additional solicitation. Potential concerns are limited: adjournment could delay resolution and prolong uncertainty, and could be used to concentrate outreach that some shareholders may perceive as targeted persuasion; however, absent approval, a failure of Proposal 1 at the Special Meeting could preclude the Company from effecting the reverse split in a timely manner. On balance, the Board frames this proposal as a narrowly scoped mechanism to preserve options to cure the NYSE listing deficiency by enabling further solicitation rather than as an independent substantive corporate action.