Psq Holdings Inc

This management proposal requests shareholder approval to amend the Company’s certificate of incorporation to authorize a reverse stock split of Class A common stock at a ratio the Board may select within the 1-for-5 to 1-for-15 range. The Board’s explicit objective is to raise the per-share price to meet NYSE listing standards (a minimum closing price and 30‑trading‑day average of $1.00) after receiving a notice of noncompliance; if not approved, the Company risks delisting. If approved by shareholders, the Board retains discretion whether and when to file the amendment and to select the precise ratio (and may abandon the plan if conditions change), and the split would take effect only upon filing with the Delaware Secretary of State. The proposal contemplates cash payments in lieu of fractional shares and proportional adjustments to outstanding equity awards and the share reserve under equity plans. The Board notes risks and disadvantages — possible negative investor perception of reverse splits, potential post‑split share price declines, reduced liquidity and increased odd‑lot holdings, and an effective increase in available authorized shares for future issuances — and reserves the right to weigh market and NYSE conditions before implementing the split. Management frames the split as a targeted remedy to regain compliance and improve marketability to institutional investors, but it acknowledges there is no assurance the split will achieve sustained compliance or attract new investors. The Board also emphasizes that the reverse split is not intended as an anti‑takeover device and that it will continue to evaluate listing criteria and market conditions prior to any implementation. From a governance perspective, shareholder approval grants the Board flexibility while preserving its responsibility to act in stockholders’ best interests when and if the split is implemented.

This management proposal seeks shareholder approval of an amended and restated equity incentive plan that (i) increases the share reserve by adding 1,000,000 additional shares (and establishes an overarching share pool described in the proxy), (ii) explicitly authorizes performance‑based awards, and (iii) makes clarifying and administrative updates. Management frames the change as necessary to preserve the Company’s ability to attract, retain and motivate key employees, directors and consultants through long‑term equity incentives and to align their interests with stockholders. The Amended Plan contains standard features — grants of incentive and nonstatutory options, SARs, restricted stock and RSUs, limits on repricing without shareholder approval, transferability restrictions, and tax and withholding provisions — while adding guardrails such as limits on annual compensation value to non‑employee directors and an Earnout Pool tied to merger‑related metrics. The Board also describes anti‑abuse and Section 409A compliance provisions and permits the committee to substitute awards in transactions and to adjust awards in corporate events. Approval would enlarge the available share pool under the Plan and permit future grants (including performance‑based awards) that management believes are important for retention and recruiting, while retaining shareholder protections against repricing and requiring shareholder approval where exchange rules dictate. The Company notes that, if not approved, the existing plan will remain in effect but without the additional shares and features proposed, potentially constraining future equity grant capacity and the flexibility of compensation programs. The Board recommends FOR, asserting that the benefits of maintaining a competitive equity program outweigh the dilution and other costs associated with an increased share reserve.