The Annual Meeting of Shareholders will be held virtually on April 30, 2025 at 9:00 A.M. Eastern Time.
You will be able to join the Annual Meeting, as well as vote and submit your questions online during the Annual Meeting, by visiting https://www.proxydocs.com/DJT.
Online check-in will be available at the virtual meeting site approximately 15 minutes prior to the beginning of the Annual Meeting.
Shareholders who held shares of our common stock at the close of business on March 11, 2025 are entitled to vote at the Annual Meeting.
For more information on the proposals for shareholder consideration and voting instructions, please view our proxy statement available online at proxydocs.com/djt. The proxy materials are also available on our own website (https://tmtgcorp.com) and the SEC’s website.
To attend the virtual Annual Meeting, you must be a shareholder at the close of business on March 11, 2025 and have registered to attend the meeting at proxydocs.com/djt.
You will need the 12 or 16-digit control number found on your proxy card or notice.
Yes, you can vote by proxy upon receiving your materials, whether or not you plan to attend the virtual meeting.
Yes. If you are a stockholder of record, you may change your vote or revoke your proxy at any time before the proxy is voted at the Annual Meeting. To change your vote, you may:
• Mail a written notice “revoking” your earlier vote to the Company’s Corporate Secretary at 401 N. Cattlemen Rd., Suite 200, Sarasota, Florida 34232;
• Submit via mail a properly completed and signed proxy card with a later date;
• Vote again telephonically or electronically (available until 11:59 p.m. Eastern Time on April 29, 2025); or
• Vote in person at the Annual Meeting; however, your virtual attendance at the Annual Meeting alone will not revoke your proxy.
• Your last dated proxy, properly completed and timely received prior to, or vote cast at, the Annual Meeting will be counted.
If you own your shares in street name, please contact your intermediary for instructions on changing your vote or revoking your proxy.
Beginning March 18, 2025, you can access the proxy materials and vote your shares online at www.proxydocs.com/DJT. The proxy materials are also available on our own website (https://tmtgcorp.com).
If you prefer to receive paper copies of the proxy materials and a proxy card, you may request printed materials until April 18, 2025. You may request printed materials by any of the following methods: sending an email to paper@investorelections.com; calling 866- 648-8133; or going to www.investorelections.com/DJT.
The items of business for the Annual Meeting are as follows:
1) the election of the director nominees named in the Proxy Statement;
2) the reincorporation by conversion of the Company from the State of Delaware to the State of Florida;
3) an amendment and restatement of the Company’s 2024 Equity Incentive Plan to increase the number of shares authorized for issuance thereunder by including an evergreen provision to allow for annual increases to the share pool in the future and to make other administrative changes;
4) an advisory vote on a resolution to approve the compensation of our named executive officers;
5) an advisory vote on the frequency of future advisory resolutions to approve the compensation of our named executive officers; and
6) the ratification of the appointment of Semple, Marchal & Cooper, LLP as our independent registered public accounting firm for the 2025 fiscal year.
Stockholder of Record: Shares Registered in Your Name
If, at the close of business on March 11, 2025, your shares were registered directly in your name with the Company’s transfer agent, Odyssey Transfer and Trust Company, then you are a stockholder of record. Stockholders of record can vote any one of four ways:
• By Internet Prior to the Annual Meeting: Go to www.proxydocs.com/DJT until 11:59 p.m. Eastern Time on April 29, 2025 to vote using the control number included on your Notice of Internet Availability of Proxy Materials or on your proxy card. There will be voting instructions on proxyvote.com.
• By Telephone Prior to the Annual Meeting: Call 866-291-6836 from the United States until 11:59 p.m. Eastern Time on April 29, 2025 to vote using the control number included on your Notice of Internet Availability of Proxy Materials or on your proxy card. There will be instructions given by the voice prompts.
• By Mail Prior to the Annual Meeting: If you received a paper copy of the proxy materials and a proxy card in the mail, you may mark, sign, date and return your proxy card in the enclosed postage-paid envelope. If you sign and return your proxy card, but do not give voting instructions, the shares represented by that proxy will be voted as recommended by the Board as described in this Proxy Statement.
• During the Annual Meeting: Even if you plan to attend the Annual Meeting online, we recommend that you vote in advance by proxy as described above. However, you will also be able to vote electronically during the Annual Meeting.
If any other matters are properly brought up at the Annual Meeting (other than the proposals contained in this Proxy Statement), then the named proxy will have the authority to vote your shares on those matters in accordance with their discretion and judgment. The Board currently does not know of any matters to be raised at the Annual Meeting other than the proposals contained in this Proxy Statement. If you vote via the internet or by telephone, your electronic vote authorizes the named proxy in the same manner as if you signed, dated and returned a proxy card by mail.
Beneficial Owner: Shares Registered in the Name of a Broker, Bank or other Nominee
If, at the close of business on March 11, 2025, your shares were held in an account at a broker, bank or other nominee, then you are the beneficial owner of shares held in “street name,” and our proxy materials are being made available or forwarded to you by that organization. You may vote by submitting your voting instructions to your broker, bank or other nominee. In most instances, you will be able to do this over the internet, by telephone or by mail prior to the Annual Meeting, or during the Annual Meeting, as indicated above. Please refer to the information from your broker, bank or other nominee on how to submit voting instructions.
If you vote by mail, no postage is required if your proxy card is mailed in the United States. If you properly vote pursuant to the instructions provided in the Notice or properly complete and deliver your proxy card (whether electronically, by mail or by telephone) and our Inspector of Election receives your instructions in time to vote at the Annual Meeting, your “proxy” (one of the individuals named on your proxy card) will vote your shares as you have directed. If you sign and return your proxy card, but do not make specific selections, your proxy will vote your shares as recommended by the Board. If any other matter is properly presented at the Annual Meeting, including a proposal to postpone or adjourn the meeting, your proxy will vote your shares in accordance with his or her discretion. At present, the Board knows of no other business that is intended to be brought before or acted upon at the Annual Meeting.
We will report the final voting results on a Current Report on Form 8-K filed with the SEC within four business days after the Annual Meeting. The Form 8-K will be available on the SEC’s website, www.sec.gov, as well as on our own website, https://tmtgcorp.com.