Massimo Group

This management-sponsored proposal asks shareholders to cast a non-binding advisory vote to approve the compensation paid to the Company’s named executive officers as disclosed in the proxy statement. Management presents this vote to confirm that its compensation program is aligned with stated objectives: recruiting, motivating, and retaining experienced executives, tying pay to corporate and individual performance, and aligning executive interests with stockholders to drive long-term value. The Compensation Committee emphasizes that 2025 decisions focused on hiring and retention and that executives participate in an incentive plan; the advisory vote gives shareholders a direct channel to express support or concern about those policies. Although non-binding, the Board and Compensation Committee state they will review the outcome and consider it in future compensation decisions, making the vote an important governance signal. The proposal sits within the broader regulatory and investor expectation for say-on-pay votes and is consistent with the Company’s emerging growth status, which provides limited exemptions but does not eliminate this voluntary stockholder engagement. For investors, relevant considerations include whether disclosed pay outcomes are proportionate to performance and whether incentive structures create appropriate risk/reward alignment. The Board recommends a vote FOR, arguing that the program supports retention and alignment; opponents, if any, would likely focus on whether pay levels and equity incentives are appropriately tied to measurable performance and governance safeguards. Given the Company’s controlled-company status (founder retains >50% voting power), the advisory nature of the vote is particularly important as a mechanism for minority shareholder feedback; the Board’s commitment to consider results mitigates but does not eliminate that governance tension. Overall, the proposal offers shareholders a standard mechanism to accept or reject executive pay practices and to influence future compensation design through subsequent engagement and vote consideration by the Compensation Committee.

This management proposal asks shareholders to indicate, on a non-binding advisory basis, their preferred frequency for future say-on-pay votes (one, two, or three years), with the Board recommending an annual vote. Management argues an annual frequency provides timely and direct shareholder input on executive compensation and supports ongoing engagement; the Compensation Committee will consider the vote outcome when making future compensation decisions. The mechanics are standard: shareholders choose among one, two, or three years (or abstain), and the option receiving a majority (or plurality if the Board recommendation is not approved) will be treated as the stockholder preference; the Board retains discretion to act in what it deems best interests. The recommendation for annual voting aligns with a governance posture favoring frequent accountability and transparency, which may be favored by active institutional investors but can impose administrative burdens and encourage short-termism if overemphasized. The Company’s controlled-company status (founder holds >50% voting power) reduces the practical impact of a minority vote but does not negate the signaling value of the result; management’s commitment to review results with the Compensation Committee strengthens the governance feedback loop. Investors should weigh the tradeoffs between responsiveness and potential operational costs and whether annual disclosure cycles meaningfully change compensation policies. In sum, the proposal is a governance mechanism for investor engagement; the Board recommends 'ONE YEAR' to maximize shareholder input and ongoing dialogue, while the final choice will depend on shareholder preferences reflected in the vote.