DEF 14A: SurgePays, Inc. Announces 2025 Annual Meeting of Stockholders

SurgePays, Inc. will hold its 2025 Annual Meeting of Stockholders virtually on May 15, 2025, to vote on director elections, auditor ratification, executive compensation, and other business.

Summary

• SurgePays, Inc. is holding its 2025 Annual Meeting of Stockholders on May 15, 2025, virtually.
• Stockholders will vote on the election of five directors: Kevin Brian Cox, David N. Keys, David May, Laurie Weisberg, and Richard Schurfeld.
• They will also vote to ratify the appointment of Rodefer Moss & Co, PLLC as the company's independent registered public accounting firm for the fiscal year ending December 31, 2025.
• Additionally, a non-binding advisory vote on executive compensation will be conducted.
• The Board of Directors unanimously recommends voting for the election of each director nominee and for Proposals 2 and 3.
• The record date for determining stockholders entitled to vote at the meeting is March 18, 2025.
• The proxy statement and accompanying materials were first mailed to stockholders on or about April 11, 2025.
• Stockholders can vote via the internet, telephone, in person virtually, or by mail.

Sentiment

Score: 6

Explanation: The document is neutral in tone, primarily providing factual information about the upcoming annual meeting and related proposals. The inclusion of ongoing legal proceedings and a net loss in 2024 tempers the overall sentiment.

Positives

• The Board of Directors unanimously recommends voting for all proposals, indicating a unified front.
• The company has a Code of Business Conduct and Ethics in place.
• The company maintains a tax-qualified 401(k) savings plan for employees.

Negatives

• The company reported a net loss of $(45,729,224) in 2024.
• There are several ongoing legal proceedings involving the company.

Risks

• Ongoing legal proceedings could have a material impact on the company's financial position.
• The company's future performance is subject to various market and economic risks.
• The potential reorganization of Rodefer Moss & Co, PLLC could impact the audit process.

Future Outlook

The company aims to attract, motivate, and retain talented executives to increase stockholder value.

Management Comments

• The Board unanimously recommends a vote for the election of each director nominee and for Proposals 2 and 3.

Industry Context

The document does not provide specific industry context beyond the company's operations.

Legal Proceedings

• Juno Financial v. AATAC and Surge Holdings Inc. AND Surge Holdings Inc. v. AATAC was dismissed with the agreement of the parties on September 12, 2024.
• Blue Skies Connections, LLC, and True Wireless, Inc. v. SurgePays, Inc., et. al. is ongoing in the District Court of Oklahoma County, OK.
• SurgePays, Inc. et al. v. Fina et al., is ongoing in the District Court of Oklahoma County, Oklahoma.
• Robert Aliotta and Steve Vasquesz, on behalf of themselves and others similarly situated v. SurgePays, Inc. d/b/a Surge Logics has been settled.
• Consumer Attorney Marketing Group, LLC v. LogicsIQ, Inc. and SurgePays, Inc. has been settled.

Related Party Transactions

• The company rented space from Carddawg Investments, LLC, owned by CEO Kevin Brian Cox, for $166,356 in both 2024 and 2023.
• At December 31, 2024 and 2023, the Company had trade payables to Axia of $0 and $163,583, respectively. Axia is owned by our Chief Executive Officer, Mr. Cox.

Stakeholder Impact

• The outcome of the proposals voted on at the Annual Meeting will impact shareholders.
• Executive compensation decisions affect the company's leadership and potentially its performance.
• Legal proceedings could have financial implications for the company and its stakeholders.

Next Steps

• Stockholders are encouraged to vote on the proposals outlined in the proxy statement.
• The company will hold its Annual Meeting of Stockholders on May 15, 2025.
• The Board will review the results of the advisory vote on executive compensation.

Key Dates

Keywords

Annual Meeting, Proxy Statement, Stockholders, Directors, Executive Compensation, Auditor, Governance, SurgePays