Twin Vee Powercats Co

This proposal asks shareholders to ratify, pursuant to Section 204 of the DGCL, a 1-for-37 reverse stock split that the Company previously purported to effect under Nevada law on May 4, 2026 but now believes may not have been valid because the Company’s earlier attempted reincorporation to Nevada was itself defective. Management seeks retroactive validation under Delaware law (by filing a Certificate of Validation and Certificate of Amendment) so the Reverse Stock Split will be deemed effective as of May 4, 2026, preserving the post-split share counts used in communications and filings. The Board frames the ratification as necessary to remove legal uncertainty that could otherwise give rise to claims challenging past issuances, warrant and option adjustments, or future capital transactions; it explicitly links ratification to facilitating the previously announced USFM Merger and other strategic transactions. A key technical issue is that the Nevada filings rounded up fractional shares, a practice not permitted under Delaware’s mechanics; the Board proposes to replicate the rounding-up outcome by adjusting the exchange ratio for affected holders in the Certificate of Amendment while complying with Delaware statutory methods for addressing fractions. The ratification vote is structured under Section 204 and will bar many challenges if not brought within 120 days after the validation effective time; the filing and vote therefore impose a statutory limitations regime that benefits the Company by shortening potential litigation windows. There are governance and conflicts considerations: certain directors and officers have disclosed interests tied to the USFM Merger and some recently issued equity (including potential putative issuances) are themselves subject to ratification. Procedurally, Proposal 1 is non-routine (brokers likely will not vote uninstructed shares), requires a majority of votes cast for approval, and the Board recommends a FOR vote primarily to avoid operational, transactional and litigation risk. Approving the ratification would validate prior equity adjustments and support the Company’s planned strategic transactions, while declining it could destabilize contemplated deals and expose the Company to claims and liquidity stress.

This management proposal requests shareholder approval of a certificate of amendment to change the company’s legal name to "Twin Vee Bahama Co." following the June 2025 acquisition of Bahama Boat Works. Although Section 242(d)(1) of the DGCL would permit the Board to effect a name change without stockholder approval, the Board has chosen to seek shareholder approval as a matter of good corporate governance and to ensure transparency with investors. The Board argues the name change aligns corporate identity with strategic branding and marketing objectives associated with integrating the premium Bahama brand into Twin Vee’s operations. The proposal does not affect stockholder rights, outstanding share counts, or ticker symbol — the Company will continue to trade on Nasdaq as "VEEE" regardless of the outcome — and stock certificates need not be exchanged. The vote is treated as a routine matter for broker voting and requires a majority of votes present (or represented) and entitled to vote at the meeting. From a governance perspective, the request is low-risk: it is primarily cosmetic and commercial rather than structural, but it signals management’s strategy and may affect market perception and brand value. The Board’s unanimous FOR recommendation centers on anticipated marketing benefits and consistency with the Company’s post-acquisition trajectory. Approving the amendment would enable the Company to use the new name on future corporate materials; declining it would not foreclose the Board from later effecting a name change under Delaware law but would provide the Board with a clearer mandate from investors.

This proposal would authorize the Board to adjourn the Special Meeting, if a quorum exists but there are insufficient votes to approve the Ratification Proposal or the Name Change Proposal, to permit additional proxy solicitation. Management seeks this authority as a practical measure to avoid having the meeting conclude without obtaining the approvals it considers necessary and to give the Company time to reach out to stockholders to change previously cast votes or collect additional instructions. The adjournment mechanism can be used strategically to extend solicitation efforts and, in some cases, avoid an immediate vote defeat; it does not itself change substantive corporate rights or transaction terms. The Adjournment Proposal is classified as a routine matter for broker discretion and requires a majority of the shares present in person or represented by proxy and entitled to vote. The Board’s FOR recommendation reflects its view that additional solicitation time could materially increase the likelihood of securing approval for Proposals 1 and 2, and thereby protect the Company from the operational, legal and transactional harms the Board describes. If approved, the Board could adjourn and continue to solicit proxies, but approval also means management would have discretion to determine whether to exercise the adjournment depending on vote counts and other considerations. Opponents could view the adjournment power as a tactic to delay shareholder decisions, but it is a common procedural device used to ensure adequate shareholder participation and to pursue a favorable vote outcome.