Elite Express Holding Inc

This proposal asks stockholders to approve the Elite Express Holding Inc. 2026 Stock Incentive Plan, under which the Compensation Committee would be authorized to grant equity and equity-linked awards (including incentive and nonqualified stock options, restricted stock, restricted stock units and other cash- or stock-based awards) to employees, non-employee directors and consultants. Management seeks shareholder approval to (a) provide a long-term incentive framework to attract, retain and motivate personnel and align their interests with stockholders; (b) obtain the share reserve needed to deliver awards (initially up to 6,000,000 Class A and 2,000,000 Class B shares) and (c) enable automatic annual increases equal to 15% of outstanding shares unless reduced by the Board. The plan is administered by the Compensation Committee, which has broad discretion over award terms, vesting, and transferability, though certain protections are included (e.g., limitations on repricing without shareholder approval and a 10-year plan term). Key governance considerations include the material size of the share pool and the automatic annual increase mechanism, which can be dilutive and may warrant careful monitoring by investors; offsetting features include Committee discretion, transfer restrictions, and clawback/recoupment provisions tied to Company policy and applicable law. The plan includes both incentive stock option mechanics (subject to Code limits) and nonqualified awards, and provides customary tax summaries for participants; the Board also retains amendment authority subject to required shareholder approvals where applicable. Approving the plan gives management flexibility to grant compensation tied to performance and retention needs, but shareholders should weigh the dilutive potential and the level of the Committee's discretion against the expected benefits in talent retention and performance alignment. The Board recommends a FOR vote on the basis that the plan will advance the Company’s long-term success by incentivizing those who add value to the organization.

This procedural proposal authorizes the Board to adjourn or postpone the Annual Meeting if necessary to continue soliciting proxies or to obtain a quorum or additional votes needed to approve other proposals. Management seeks this authorization to ensure the Company can complete the business of the meeting if, for example, broker non-votes or absence of beneficial holder instructions prevent passage of non-routine matters at the scheduled time. The adjournment authority is a practical governance mechanism that protects stockholder value by avoiding premature termination of key business and allowing additional outreach to beneficial owners who hold shares in street name. From a shareholder-analysis perspective, the proposal itself does not change corporate governance or strategic policy, but it can materially affect timing and outcome of other proposals by enabling extended solicitation periods. Investors should note that while this authority can be used neutrally to secure broader participation, it can also be used tactically to continue soliciting favorable votes; therefore transparency about subsequent solicitation actions and any changes to proposals during the adjourned period is relevant. The proposal does not itself authorize substantive amendments to other proposals (such amendments would typically require additional approvals), and the Board’s use of this authority remains subject to fiduciary duties and applicable law. Because it is a routine procedural measure, stockholder approval is generally sought to confirm the Board’s ability to manage meeting logistics effectively.