UPEXI, INC.
For the period ended Apr 28, 2025. Filed May 12, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 28, 2025 · Filed May 12, 2025
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DEF 14A 1 upxi_def14a.htm DEF 14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12 |
UPEXI, INC.
(Name of Registrant as Specified in Its Charter)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required. | |
|---|---|---|
| ☐ | Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. | |
| (1) | Title of each class of securities to which transaction applies: | |
| (2) | Aggregate number of securities to which transaction applies: | |
| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): | |
| (4) | Proposed maximum aggregate value of transaction: | |
| (5) | Total fee paid: | |
| ☐ | Fee paid previously with preliminary materials. | |
| ☐ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |
| (1) | Amount Previously Paid: | |
| (2) | Form, Schedule or Registration Statement No.: | |
| (3) | Filing Party: | |
| (4) | Date Filed: | |
TABLE OF CONTENTS
| NOTICE OF ANNUAL MEETING OF SHAREHOLDERS | 3 |
|---|---|
| IMPORTANT NOTICE | 4 |
| PROXY STATEMENT | 5 |
| QUESTIONS AND ANSWERS ABOUT OUR ANNUAL MEETING | 5 |
| PROPOSAL 1: ELECTION OF DIRECTORS | 9 |
| CORPORATE GOVERNANCE | 11 |
| COMMITTEES OF OUR BOARD | 15 |
| EXECUTIVE COMPENSATION | 21 |
| SUMMARY COMPENSATION TABLE | 21 |
| OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE | 23 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 25 |
| PROPOSAL 2: TO APPROVE RE-DOMICILING THE COMPANY AS A DELAWARE CORPORATION | 27 |
| PROPOSAL 3: TO APPROVE THE INCREASE IN NUMBER OF SHARES TO STOCK OPTION PLAN | 33 |
| PROPOSAL 4: ADVISORY VOTE ON EXECUTIVE COMPENSATION | 40 |
| PROPOSAL 5: ADVISORY VOTE ON FREQUENCY OF ADVISORY VOTE ON EXECUTIVE COMPENSATION | 41 |
| PROPOSAL 6: RATIFICATION OF THE APPOINTMENT OF GBQ PARTNERS LLC AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2025 | 42 |
| GENERAL | 43 |
| WHERE YOU CAN FIND MORE INFORMATION | 44 |
Upexi, Inc.
3030 N. Rocky Point Drive, Suite 420, Tampa, FL 33607
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.