Psq Holdings Inc

This management proposal requests stockholder approval to amend the Company’s restated certificate of incorporation to permit the Board to effect a reverse stock split of the Company’s Class A common stock at a ratio between 1-for-5 and 1-for-15. Management is pursuing the authorization because the Company is currently not in compliance with certain NYSE listing requirements, including a minimum average closing price threshold, and believes a reverse split could raise the per-share trading price to meet those listing standards and avoid delisting. The Board retains discretion, if stockholders approve, to elect whether and when to implement a split and to select the specific ratio within the approved range, and it reserves the right to abandon the split if market or other conditions make it unwise. The proposal also contemplates no issuance of fractional shares but cash payment in lieu of fractional shares and describes mechanical effects on outstanding awards, authorized but unissued shares and plan share reserves. The filing explicitly acknowledges the risks: reverse splits may be perceived negatively by the market, may not result in a proportionate or sustained increase in market capitalization, can reduce liquidity and increase odd-lot holdings, and effectively increase the pool of authorized-but-unissued shares available to the Board. Implementation would increase per-share stated capital mechanics and trigger proportional adjustments to outstanding equity awards; the Board also explains potential governance impacts (e.g., relative voting power of future Class C shares) and tax consequences for holders. Given these trade-offs, the Board unanimously recommends a FOR vote to provide it with a strategic tool to address NYSE compliance, while preserving discretion to act only if conditions warrant and to set the precise ratio to balance price objectives with liquidity and dilution considerations.

This management proposal seeks shareholder approval to adopt an Amended and Restated 2023 Stock Incentive Plan that increases the equity pool available for grants, adds explicit provisions for performance-based awards, and makes clarifying and administrative updates. Management argues the increase is necessary to continue granting competitive equity compensation to attract, retain and motivate employees, executives and non-employee directors, and to align pay with company performance; the Board approved the Amended Plan and recommends shareholder approval. The Amended Plan specifies the base share reserve (11,395,205 shares) plus an annual ‘‘run-rate’’ increase mechanism (first added January 1, 2027 through January 1, 2033) tied to either 5% of outstanding common stock or a Board-determined number, and includes an additional 2,700,000-share Earnout Pool tied to merger-related metrics. Key governance features include limits on repricing without stockholder approval, per-director annual compensation caps, standard anti-dilution and substitute-award provisions for corporate transactions, and clawback/recovery provisions to comply with applicable law and listing rules. From a dilution perspective, approval will increase the potential overhang and future share issuance capacity; the Earnout Pool is separate from the main reserve and will not reduce it. The plan’s performance-award mechanics and repricing restrictions are consistent with market practice, but stockholders should assess the aggregate share count, potential burn rate, and interplay with existing outstanding awards and the company’s capital needs. The Board’s recommendation reflects a balance between shareholder dilution concerns and the operational need to preserve an effective equity compensation program that supports growth and retention.