Logility Supply Chain Solutions (LGTY) PRE 14APreliminary proxy

FOR ANNUAL MEETING OF SHAREHOLDERS

OF AMERICAN SOFTWARE, INC.

TO BE HELD AT

AMERICAN SOFTWARE, INC.

470 EAST PACES FERRY ROAD, N.E.

ATLANTA, GEORGIA

ON [•], 2024

GENERAL INFORMATION

This Proxy Statement is furnished to Class A shareholders of American Software, Inc. (the “Company”) by the Board of Directors of the Company (the “Board”), in connection with the solicitation made by the Company of proxies for use at the annual meeting of shareholders (the “Annual Meeting”) to be held at the Company’s principal offices on [Weekday], [Month][Day], 2024 at [Time] Eastern Daylight Time, and at any adjournment or adjournments thereof, for the purposes set forth in the accompanying Notice of Annual Meeting of Shareholders. This Proxy Statement and accompanying proxy card and Notice of Annual Meeting are first being mailed to shareholders on or about [•], 2024.

The mailing address of the Company’s executive office is 470 East Paces Ferry Road, N.E., Atlanta, Georgia 30305. The Company’s website is www.amsoftware.com. Information from the Company’s website is not incorporated by reference into any portion of this Proxy Statement.

If the enclosed form of proxy is properly executed and returned, the shares represented thereby will be voted in accordance with its terms. If no choices are specified, subject to the broker non-vote rules discussed under “Broker Non-Votes” below, the proxy will be voted:

In addition, a properly executed and returned proxy card gives the authority, subject to the broker non-vote rules, to vote in accordance with the proxy holder’s best judgment on such other business as may properly come before the Annual Meeting or any adjournment or adjournments thereof. Any proxy given pursuant to this solicitation

may be revoked, either in writing furnished to the Secretary of the Company prior to the Annual Meeting or personally by attendance at the Annual Meeting, by the person giving the proxy insofar as the proxy has not been exercised at the Annual Meeting and the shareholder attending the Annual Meeting informs the Secretary of the Company of his or her intent to revoke the proxy.

The Board has fixed the close of business on [•], 2024 as the record date for determining the holders of common stock entitled to notice of and to vote at the Annual Meeting. On [•], 2024, the Company had outstanding and entitled to vote a total of [•] Class A Common Stock (“Class A Shares”) and [•] Class B Common Stock (“Class B Shares”).

Our Company’s dual class capital structure, consisting of Class A Shares and Class B Shares, has been in place since the Company’s inception. At their option, Class B shareholders may convert their Class B Shares into Class A Shares at any time. Neither the Company nor the Company’s Class A shareholders have the right or power to unilaterally “recapitalize” the Company’s equity capital structure to eliminate the dual class structure (whether by conversion, buyback, redemption or amendment of the Company’s articles of incorporation), but rather can only do so with the approval of the Class B shareholders. The Company has consistently provided disclosure regarding the control rights of the Class B shareholders to new and existing public shareholders to inform their investment decisions regarding the Company’s Class A Shares. Historically, unlike many companies with dual class structures, the Company’s Class A directors were elected by the holders of the Company’s Class A stock without any influence from the holders of the Class B stock and the Class B directors were elected by the Class B shareholders without any influence from the holders of the Class A stock. Once elected, there was no distinction between Class A or Class B directors, and they had the same duties and responsibilities to protect the interests of all shareholders.

As a part of the Board’s commitment to enhancing its corporate governance practices, the Board is proposing to its shareholders that they approve the Reclassification which would eliminate the Company’s dual class capital structure. Pursuant to the Reclassification Agreement (as described below), subject to the terms and conditions set forth therein, the Company will reclassify its equity capital structure to eliminate the Class B Shares effected through the filing of an amendment to the Company’s Amended and Restated Articles of Incorporation, which provides, among other things, for the automatic reclassification and exchange of each issued and outstanding share of Class B Shares into 1.2 Class A Shares (the “Reclassification Amendment”). See “Proposal 5 – Summary of Reclassification Agreement” on page 43 for a description of the Reclassification Agreement. A copy of the Reclassification Agreement is attached as Appendix A to this Proxy Statement and is incorporated by reference. We refer to Proposal 5 as the “Reclassification Proposal.” See also “Proposal 6 – Approval of the Amendment and Restatement of the Company’s Amended and Restated Articles of Incorporation to give effect to the Reclassification” on page 57 for a description of the Reclassification Amendment. A copy of the proposed Second Amended and Restated Articles of Incorporation is attached as Appendix B to this Proxy Statement and is incorporated by reference. We refer to Proposal 6 as the “Reclassification Amendment Proposal.”

In light of the proposed Reclassification and Reclassification Amendment (each as described below in Proposals 5 and 6, respectively), Mr. James C. Edenfield (referred to herein as “Mr. Edenfield”, or, the “Class B Shareholder”), the owner of 100% of the issued and outstanding Class B Shares, has agreed to waive his right to nominate any individual for election to serve as a Class B director. As such, there will be no Class B director nominees elected at the Annual Meeting. Instead, each director currently serving as a Class B director has been nominated for election as a Class A director at the Annual Meeting. If the Reclassification and the Reclassification Amendment proposals are each approved, effective upon the closing of the Reclassification, the Company’s sole remaining class of common stock outstanding will no longer be referred to as “Class A Common Stock”. Accordingly, if the proposed Reclassification and Reclassification Amendment are approved, directors on the Board will no longer be referred to as Class A directors and will instead be referred to as the “director nominees.”

Class A and Class B Shareholder Voting

Other than in the election of directors, each outstanding Class A share is entitled to one-tenth of a vote per share and each outstanding Class B share is entitled to one vote per share on all matters to be brought before the Annual Meeting.

The Class A directors will be elected by a majority of the votes cast by the holders of shares entitled to vote. The approval of the Reclassification Proposal and the Reclassification Amendment Proposal (each as described below) will require the affirmative vote of the holders of (a) a majority of the issued and outstanding shares of Class A Shares and Class B Shares held by all holders of Class A Shares and Class B Shares, voting as a single voting class, and (b) a majority of the issued and outstanding shares of Class A Shares held by the Unaffiliated Common Shareholders (as defined below), voting as a separate voting class. Any other matter submitted to the Annual Meeting must be approved or ratified by a majority vote of the outstanding shares (adjusted as described above) present or represented by proxies at the Annual Meeting.

Additionally, in light of the Reclassification Proposal and as described below in “Proposal 5- Approval of the Reclassification,” Mr. Edenfield has agreed to waive his right to nominate any individual for election to serve as a Class B Director on the Board; has irrevocably appointed each of H. Allan Dow, Vincent Klinges and Mark Grant as Mr. Edenfield’s proxy and attorney-in-fact with authority to vote Mr. Edenfield’s shares at the Annual Meeting; and has agreed to not grant any other proxies or enter into any voting trusts, transfer any shares of Class B Shares (except in limited circumstances) and enter into any hedging, derivative or swap transactions.

Broker Non-Votes

Broker non-votes occur when a broker or nominee holding shares for a beneficial owner does not vote on a non-routine proposal because the broker or nominee has not received voting instructions from the beneficial owner and does not have discretionary voting power with respect to such proposal. Rule 452 of the New York Stock Exchange, which has been adopted by the NASDAQ Stock Market, provides that a broker or other nominee holding shares for a beneficial owner may generally vote on routine matters, but not non-routine matters, without receiving voting instructions. The uncontested election of directors (Proposal 1), the advisory vote on the compensation of our named executive officers (Proposal 3), the vote to approve the 2024 Equity Compensation Plan (Proposal 4), the vote to approve the Reclassification (Proposal 5), the vote to approve the amendment and restatement of the Company’s Amended and Restated Articles of Incorporation that would give effect to the Reclassification (Proposal 6), the vote to approve the amendment and restatement of the Company’s Amended and Restated Articles of Incorporation that would give effect to the indemnification of directors and officers amendment (Proposal 7) and the vote to approve the amendment and restatement of the Company’s Amended and Restated Articles of Incorporation that would give effect to the blank check preferred stock amendment (Proposal 8) are non-routine matters. Please provide instructions to your broker or nominee on how to vote your shares. If you do not provide such voting instructions, your shares will not be voted for Proposals 1, 3, 4, 5, 6, 7 and 8. The ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending on April 30, 2024 (“fiscal 2024”) (Proposal 2) is considered a routine matter. Because at least one routine item is to be voted on at the Annual Meeting, shares held in the name of brokers or other nominees and voted on Proposal 2 will be counted for purposes of the quorum requirement, as noted above.

The directors of the Company are elected annually to hold office until the election and qualification of their successors at the next annual meeting of shareholders. The Class A director nominees for election are named on the enclosed proxy card and include H. Allan Dow, W. Dennis Hogue, Thomas L. Newberry, V, Celena Matlock, Matthew G. McKenna, James B. Miller, Jr., Lizanne Thomas and Nicole Wu. The persons named on the enclosed proxy card intend to vote Class A Shares for the election of these Class A director nominees. If any of these individuals should be unavailable to serve as a director, the proxy will be voted in accordance with the best judgment of the person or persons acting under it. The Boards of Directors has no reason to believe that any Class A director nominees will be unavailable for election as a director. If any of the nominees is unable to serve, the remaining Board members may elect a substitute to fill the resulting vacancy.

The Board seeks directors with strong reputations and experience in areas relevant to the strategy and operations of the Company’s business, particularly industries and segments that the Company serves. Each of the nominees for election as a director at the Annual Meeting has substantial and meaningful experience in core management skills, such as strategic, financial and operational planning, financial reporting, corporate governance, risk management, and leadership development. The information set forth below includes a summary of each director nominee’s individual qualifications, experience, attributes and skills that we believe add to the strength of our Board.

Candidates for membership on the Board are recommended by current members of the Board or management. When evaluating candidates for membership on the Board, the Board considers a number of factors, including:

The directors, their ages, their principal occupations for at least the past five years, other public company directorships held by them and the year each was first elected as a director of the Company are set forth below.

 

Board Meetings

The Board held nine meetings during fiscal 2024. No director of the Company attended fewer than 75% of the total meetings of the Board of Directors and committee meetings on which such Board member served and was eligible to attend during this period.

Director Attendance at Annual Meetings

Although the Company does not have a policy with regard to Board members’ attendance at the Company’s annual meetings of shareholders, all of the directors are encouraged to attend such meetings. All of the Company’s then serving directors attended the 2023 Annual Meeting.

Director Independence

Because the holders of Class B Shares have the right to elect six of the eight directors and because Mr. Edenfield owns 100% of the issued and outstanding Class B Shares, the Company currently qualifies as a “controlled company” as defined in Rule 5615(c)(1) of the NASDAQ Marketplace Rules (the “NASDAQ Rules”). Please see “Security Ownership of Management and Certain Beneficial Owners” below. Notwithstanding the foregoing, in an effort to continuously improve its corporate governance practices, all of the members of the Board’s Audit Committee, Compensation Committee and Nomination and Corporate Governance Committee are “Independent” under the NASDAQ rules. See the table under the heading “Director Nominees” on page iii of the Proxy Statement Summary to see the determinations of independence for each director nominee.

If, however, the Reclassification Proposal and Reclassification Amendment Proposal are both approved, as described below in Proposal 5, the Class B Shares will be eliminated. Thus, the Company will no longer qualify as a “controlled company” as defined in the NASDAQ rules and cannot rely on the exemption afforded to controlled companies under NASDAQ rules with respect to Board and committee independence.

Director Nominations

As a part of the Company’s commitment to regularly enhance its corporate governance practices, the Company formed the Nomination and Corporate Governance Committee of the Board for the purpose of identifying qualified individuals to serve as members of the Board and recommending those individuals for nomination to the Board and submission for shareholder approval. In light of the Nomination and Corporate Governance Committee’s efforts in this regard, the Board has determined that it would not be productive to have a fixed policy with respect to consideration of candidates recommended by security holders. However, if a shareholder communication includes a recommendation of a candidate for director, the Nomination and Corporate Governance Committee will consider that candidate along with any other candidates for a Board position.

Board Tenure

The Board does not have a mandatory retirement age. Instead, the Board believes that directors should be evaluated on their unique perspectives, experiences and ability to contribute to the Board and that long-serving directors provide important perspective and insight based on industry experience and a deep understanding of our long-term plans and objectives. The Board is focused on maintaining a balance between longer serving directors and newer directors with complementary skills, expertise, diverse backgrounds and points of view, which allows for natural turnover and an appropriate pace of Board refreshment. As part of the Board’s ongoing efforts to seek this balance of skills, experience and tenure, the Board has elected four new directors since 2019, representing half of the members of the Board.

Board Diversity

Although the Company does not have a formal policy with regard to the consideration of diversity in identifying director nominees, the Board is making a conscious effort to increase the diversity of Board members by recruiting from a highly qualified and diverse pool of candidates. The Board strives to nominate directors with a variety of complementary skills so that, as a group, the Board will possess the appropriate talent, skills, and expertise to oversee the Company’s businesses.

We believe that our current Board leadership model combined with our corporate governance policies and documents, strikes an appropriate balance between informed and consistent leadership and independent oversight and perspective, allowing for efficiency and accountability, ultimately creating an environment for the effective execution of the Board’s responsibilities. The Board does not have a policy regarding the separation of the roles of Chief Executive Officer and Chairman of the Board, as the Board believes it is in the best interest of the Company to make that determination based on the position and direction of the Company and the membership of the Board. Currently, H. Allan Dow, our Chief Executive Officer and President, is serving as the Company’s principal executive officer and Mr. James B. Miller, Jr. serves as the Chairman.

The Board has an Audit Committee, which presently consists of Messrs. Miller (Chairman), Hogue, McKenna and Newberry, Mmes. Thomas, Matlock and Wu. The Audit Committee held ten (10) meetings during fiscal 2024, in addition to its consultations with our independent registered public accounting firm and management in connection with review of interim financial statements. The NASDAQ Rules require audit committees to be composed of not less than three members who are “independent,” as that term is defined in the NASDAQ Rules. The Board has determined that all of the Audit Committee members meet the NASDAQ definition of “independent.”

The Audit Committee has a written charter, which can be found on our website at www.amsoftware.com. The Audit Committee’s charter outlines the composition requirements of the Audit Committee, as described above, as well as its duties and responsibilities. The primary responsibility of the Audit Committee is to oversee the Company’s financial reporting process on behalf of the Board and report the results of the Audit Committee’s activities to the Board. The functions of the Audit Committee include making an annual recommendation of the independent registered public accounting firm to the Company, reviewing the scope and results of the independent registered public accounting firm’s audit, monitoring the adequacy of the Company’s accounting, financial and operating controls, pre-approving audit services and permitted non-audit services and related fees, and reviewing with

management and the independent registered public accounting firm the financial statements to be included in the Company’s annual and quarterly reports and other financial reports. The Board has determined that James B. Miller, Jr., Chairman of the Audit Committee, is an “audit committee financial expert” as defined in the rules of the United States Securities and Exchange Commission (the “SEC”).

The Board has a Compensation Committee, consisting of Messrs. Miller (Chairman), Hogue, McKenna and Newberry, Mmes. Thomas, Matlock and Wu. During fiscal 2024, the Compensation Committee met on one occasion. The Board has determined that all of the Compensation Committee members meet the NASDAQ definition of “independent.” The Compensation Committee has a written charter, which can be found on our website at www.amsoftware.com.

The Compensation Committee’s charter outlines the composition requirements of the Compensation Committee, as well as its duties and responsibilities. The Compensation Committee has authority to establish the compensation of our Chief Executive Officer and President, and prior to his retirement, our former Executive Chairman. The Compensation Committee also consults with our Chief Executive Officer and President about the compensation of the other named executive officers.

In addition, the Compensation Committee, which acted through the Special Stock Option Committee until May 29, 2024, has the authority to grant stock options to our named executive officers, including prior to his retirement, our former Executive Chairman, under the Company’s Amended and Restated 2020 Equity Compensation Plan (the “2020 Plan”) and, if approved the Company’s 2024 Equity Compensation Plan (the “2024 Plan”). See “Executive Compensation - Compensation Discussion and Analysis” below for a further discussion of the Compensation Committee and the functions it performs.

Until May 29, 2024, two different committees of the Board, the Special Stock Option Committee and the Stock Option Committee, administered the 2020 Plan (see “Executive Compensation - Stock Options”), depending on whether the option grant was made to an executive officer, a director or another person. Prior to May 29, 2024, the Special Stock Option Committee, which consisted of Messrs. Miller, Hogue, McKenna and Newberry and Mmes. Thomas, Matlock and Wu, each a member of the Compensation Committee, administered stock option grants to executive officers and directors. Prior to May 29, 2024, the Stock Option Committee, which consisted of H. Allan Dow and, prior to his retirement, Mr. Edenfield, administered stock option grants to other employees. The functions of these committees were to grant stock options and establish the terms of those stock options, as well as to construe and interpret the 2020 Plan and previous plans and to adopt related rules and procedures. During fiscal 2024, the Special Stock Option Committee acted by written consent on one (1) occasion and the Stock Option Committee acted by written consent on four (4) occasions in connection with the grant of stock options under the Company’s 2020 Plan.

On May 29, 2024, the Board acted to dissolve the Special Stock Option Committee and the Stock Option Committee and to delegate the duties of each of the two committees to the Compensation Committee, effective immediately. Accordingly, the Compensation Committee will henceforth assume the duties and functions previously delegated to the Special Stock Option Committee and the Stock Option Committee described above.

Nomination and Corporate Governance Committee

Notwithstanding the fact that the Company qualifies as a “controlled company” as defined in Rule 5615(c)(1) of the NASDAQ Rules, the Board of Directors formed the Nomination and Corporate Governance Committee in fiscal 2023 as a part of its effort to regularly enhance its corporate governance practices. The Nomination and Corporate Governance Committee consists of Ms. Thomas (Chairwoman) and Messrs. McKenna and Hogue, and held one meeting during fiscal 2024. The NASDAQ Rules require nominating committees to be composed of not less than three members who are “independent,” as that term is defined in the NASDAQ Rules. The Board has determined that all of the Nomination and Corporate Governance Committee members meet the NASDAQ definition of “independent.”

The Nomination and Corporate Governance Committee will be instrumental in assisting the Board by (i) identifying qualified individuals to serve as members of the Board and recommending those individuals for shareholder approval; (ii) overseeing and periodically reviewing the Company’s corporate governance practices and procedures; and (iii) overseeing the evaluation of the Board and standing committees of the Board. In connection with its recruiting of director candidates, the Nomination and Corporate Governance Committee will, consistent with its

fiduciary duties, continue to (a) consider factors such as the individual’s experience, integrity, competence, skills, and dedication in the context of the needs of the Board, and (b) seek to recruit from a diverse pool, taking into account diversity factors such as gender, race, ethnicity, age, experience, and occupation, and NASDAQ’s listing rules regarding Board diversity.

The Nomination and Corporate Governance Committee has the authority to select and retain a search firm and other third-party advisors to assist the committee in identifying director candidates and otherwise support the committee’s responsibilities. No fees were paid to any third party in connection with the identification of the director nominees identified in this Proxy Statement.

The Nomination and Corporate Governance Committee has a written charter, which can be found on our website at www.amsoftware.com. The Nomination and Corporate Governance Committee’s charter outlines the committee’s composition requirements, as well as its duties and responsibilities.

Risk Oversight

We believe that understanding and managing risk is the responsibility of each employee of the Company. However, management is ultimately accountable to our Board of Directors and shareholders for the day-to-day management of risks we face. Our Board, as a whole and through its committees, oversees planning and responding to risks arising from changing business conditions or the initiation of new activities, strategies or products. Our Board also is responsible for overseeing compliance with laws and regulations, responding to recommendations from auditors and supervisory authorities, and overseeing management’s conformance with internal policies and controls addressing the operations and risks of significant activities.

Code of Business Conduct and Ethics

The Company has adopted a Code of Business Conduct and Ethics (the “Code of Conduct”), which applies to all directors, officers and employees of the Company. As part of its review of the corporate governance policies of the Company, the Board adopted certain amendments to the Code of Conduct, effective May 20, 2020, to (i) better address applicable law and regulatory guidance, (ii) provide additional clarity on acceptable and unacceptable behaviors and actions, and (iii) make other technical, administrative, and non-substantive amendments. Furthermore, the Board further amended the Code of Conduct, effective November 23, 2023, to provide additional clarity on anti-bribery compliance. The Code of Conduct is available on the Company’s website at www.amsoftware.com/investor-relations/.

Hedging Policy

Our Code of Conduct prohibits our directors and employees from engaging in certain hedging transactions.

Insider Trading Policy

The Company maintains a policy (which was recently updated in July 2023) that mandates compliance with insider trading laws and institutes safeguards to mitigate the risk of insider trading.

Communications Between Shareholders and Directors

Shareholders may contact the Board or any individual director by writing to them c/o Mr. Vincent C. Klinges, Chief Financial Officer, American Software, Inc., 470 East Paces Ferry Road, N.E., Atlanta, Georgia 30305. Inquiries sent by mail may be sorted and summarized by Mr. Klinges or his designee before they are forwarded to the addressee.

PUBLIC ACCOUNTING FIRM

The Board, upon the recommendation of the Audit Committee, has appointed KPMG LLP (“KPMG”) to serve as its independent registered public accounting firm for the fiscal year ending on April 30, 2025. KPMG acted in such capacity during the fiscal year ended April 30, 2024. This appointment is being presented to the shareholders for ratification. Although the Company is not required to obtain shareholder ratification, the Company has elected to do so in order to provide the shareholders with an opportunity to participate in this decision. In the event that the shareholders do not ratify the appointment of KPMG as the independent registered public accounting firm of the Company, the Board will consider the retention of another independent registered public accounting firm.

The Company expects that representatives of KPMG will attend the 2024 Annual Meeting. These representatives will be available to respond to appropriate questions raised orally and will be given the opportunity to make a statement if they so desire.

During the fiscal year ended April 30, 2024, the Company engaged KPMG to provide certain audit services, including the integrated audit of the annual consolidated financial statements, quarterly reviews of the consolidated financial statements included in our Quarterly Reports on Form 10-Q, services performed in connection with filing this Proxy Statement and the Annual Report on Form 10-K by the Company with the SEC, attendance at meetings with the Audit Committee and consultation on matters relating to accounting, tax and financial reporting. KPMG has acted as independent registered public accounting firm for the Company since 1982. Neither KPMG nor any of its associates has any relationship to the Company or any of its subsidiaries except in its capacity as independent registered public accounting firm.

The aggregate fees billed to the Company by KPMG for services rendered during fiscal 2023 and fiscal 2024 are summarized below:

Audit Fees. Fees for audit services totaled approximately $884,000 in fiscal 2023 and approximately $1,127,000 in fiscal 2024, including fees associated with the annual audit and the reviews of consolidated financial statements in Quarterly Reports on Form 10-Q, including Sarbanes-Oxley 404 audit fees.

Audit-Related Fees. There were no fees for audit related services incurred for fiscal 2023 or fiscal 2024.

Tax Fees. There were no fees for tax services, including tax compliance, tax advice and tax planning, billed to the Company by KPMG in fiscal 2023 or in fiscal 2024.

All Other Fees. The Company’s independent registered public accounting firm did not receive fees for other services not described above in fiscal 2023 or in fiscal 2024.

In accordance with the NASDAQ Rules and rules and regulations promulgated by the SEC, the approval of the Audit Committee is required for all independent audit engagement fees, terms and conditions and all permitted non-audit engagements (including the fees, terms and conditions thereof) that the independent registered public accounting firm performs for the Company.

Board Recommendation

The Board believes it is in the best interest of the Company and its shareholders to ratify the appointment of KPMG as its independent registered public accounting firm for the fiscal year ending on April 30, 2025. Approval of this proposal requires the affirmative vote of a majority of the shares present or represented by proxy and entitled to vote on this proposal.

The following is the Report of the Audit Committee of the Board of Directors of American Software, Inc. for the fiscal year ended April 30, 2024.

The Board of Directors has adopted a written charter for the Audit Committee. As set forth in the charter, the Audit Committee’s job is one of oversight. It is not the duty of the Audit Committee to prepare the financial statements of the Company, to plan or conduct audits, or to determine that the financial statements of the Company are complete and accurate and are in accordance with U.S. generally accepted accounting principles. The Company’s management is responsible for preparing the Company’s consolidated financial statements and for maintaining internal controls. The independent registered public accounting firm of the Company is responsible for auditing the consolidated financial statements and for expressing an opinion as to whether those audited financial statements fairly present, in all material respects, the financial position, results of operations, and cash flows to the Company in conformity with U.S. generally accepted accounting principles.

In fulfilling its responsibilities with respect to the fiscal 2024 audit, the Audit Committee: (1) reviewed and discussed the audited consolidated financial statements for the fiscal year ended April 30, 2024 with Company management and KPMG, the Company’s independent registered public accounting firm; (2) discussed with KPMG the matters required to be discussed pursuant to Statement on Auditing Standards No. 1301, “Communications Audit Committees,” as adopted by the Public Company Accounting Oversight Board (“PCAOB”); and (3) received the disclosure and the presentation from KPMG required by the applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence and discussed with KPMG its independence from the Company.

Based on the Audit Committee’s review of the audited consolidated financial statements and discussions with management and KPMG, the Audit Committee recommended to the Board that the audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended April 30, 2024 for filing with the SEC.

The NASDAQ Rules require audit committees to be composed of not less than three members who are “independent directors,” as that term is defined in the listing requirements. The Audit Committee believes that its members meet the definition of “independent directors” set forth in those rules.

By the Audit Committee:

 

James B. Miller, Jr., Chairman

W. Dennis Hogue

Celena Matlock

Matthew G. McKenna

Thomas L. Newberry, V

Lizanne Thomas

Nicole Wu

We believe that attracting, retaining and motivating effective executive officers is critical to the overall success of our business. To achieve these goals we have adopted executive compensation programs designed to reward performance and emphasize the creation of shareholder value. For fiscal 2024, our Compensation Committee and, prior to his retirement, our Executive Chairman, were responsible for establishing executive compensation policies and overseeing executive compensation practices. In the following Compensation Discussion and Analysis, we describe the material elements of compensation for our executive officers identified in the Summary Compensation Table (the “named executive officers”). Our named executive officers for fiscal 2024 are: H. Allan Dow, our Chief Executive Officer and President; Vincent C. Klinges, our Chief Financial Officer and Treasurer, and James C. Edenfield, our former Executive Chairman and Treasurer. Please see “Director Background and Qualifications” above for additional information regarding Mr. H. Allan Dow. Additional information about Mr. Edenfield and Mr. Klinges appears below.

Please see the Summary Compensation Table below for detailed components of our named executive officers’ fiscal 2024 compensation.

Oversight of Fiscal 2024 Compensation Program

The Compensation Committee of the Board of Directors is responsible for establishing and reviewing our overall compensation philosophy. The Compensation Committee reviews and establishes all elements of compensation of our Chief Executive Officer and President and, prior to his retirement, our Executive Chairman.

However, in light of our Executive Chairman’s retirement, our Compensation Committee now reviews and establishes all elements of compensation for our named executive officers.

We believe that a compensation program which promotes our ability to attract, retain and motivate outstanding executives will help us meet our long-range objectives, thereby serving the interests of the Company’s shareholders. Our executive officer compensation program is designed to achieve the following objectives:

Consideration of Peer Companies

In making compensation decisions, the Compensation Committee reviews publicly available information on practices and programs and compensation levels of members of a peer group selected by the Compensation Committee, consisting of technology companies similar to us. The Compensation Committee reviews our compensation peer group at least annually and makes adjustments to its composition if warranted, taking into account changes in both our business and the businesses of the companies in the peer group.

During fiscal 2024, the Compensation Committee used the following compensation peer group to assist with the determination of compensation for our executive officers: Agilysys Inc., Aspen Technology, Inc., Asure Software, Inc., PROS Holdings Inc., The Descartes Systems Group, Inc., eGain Corporation, E2open Parent Holdings, Inc., Kinaxis, Inc., Manhattan Associates, Inc., Model N, Inc., and SPS Commerce, Inc.

While we believe this compensation data provides useful insight into the competitiveness of our compensation packages, the data serves only a reference point and we do not currently target any particular benchmark.

Elements of Compensation

In our approach to executive compensation we generally have emphasized bonus plans and stock options, as we believe those components have the greatest potential for directly aligning the future interests of executive officers with those of shareholders. We also believe that our practice of emphasizing stock option grants, which we

have followed for many years, has helped motivate our executives to develop strategies that further our long-term interests. We intend for our executive bonus plans to motivate executive officers in the short term, based upon achieving operating results that enhance shareholder value without taking undue business risks. In reviewing salaries of executive officers, we consider the executive’s previous salary level in light of prior year performance, rate of inflation and trends in executive compensation among our competitors. In selecting insurance and retirement plans, we have taken into account the needs of our entire workforce, on the principle that these plans are most effective and most valued if they are made available across all levels of compensation within the Company.

The following table summarizes the salary arrangements for the named executive officers in the fiscal years ended April 30, 2024 and 2025:

For each financial performance metric selected for fiscal 2024, our executive officers, including our named executive officers, will receive a minimum bonus amount if the Company achieves its minimum performance goal, with the remaining bonus amount being pro-rated to 100% of a target bonus amount, which would be paid if the Company achieves its target performance goal. If the Company exceeds its target performance goal, the executive officer will receive a bonus amount equal to such executive’s target bonus amount multiplied by the percentage of the Company’s actual performance relative to the Company’s target performance goal. Revenue, recurring revenue, and adjusted EBITDA related to any acquisition made during the fiscal year are excluded for purposes of determining whether a bonus has been earned.

Adjusted EBITDA Target Bonus Amounts and Minimum Bonus Amounts were adjusted during fiscal 2024 to account for the Company’s divestiture of The Proven Method on September 18, 2023.

The Compensation Committee did not rely on a quantitative analysis when determining the levels of stock option grants to named executive officers for the 2024 or 2025 fiscal years.

The Compensation Committee developed its decisions on stock option grants based on a qualitative analysis considering the following factors:

In determining executive compensation for fiscal 2024, the Compensation Committee considered the overwhelming shareholder support that the “say-on-pay” proposal received at our 2023 Annual Meeting. After carefully considering such feedback, along with the other factors described above, the Compensation Committee determined to continue to utilize the same elements it has used in previous years, with certain adjustments to provide appropriate motivation to achieve both long- and short-term objectives that benefit shareholders, and to recruit, retain and incentivize key employees.

For taxable years beginning before January 1, 2018, Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), generally disallowed a tax deduction to a public company for compensation in excess of $1 million paid to the Company’s chief executive officer and any other executive officer (other than the chief financial officer) required to be reported to its shareholders under the Securities Exchange Act of 1934 (the “Exchange Act”) by reason of such executive officer being one of the four most highly compensated executive officers. However, qualifying performance-based compensation was not subject to the deduction limitation if certain requirements were met.

Congress repealed the exemption for performance-based compensation in new tax legislation enacted December 22, 2017, effective for tax years beginning after December 31, 2017, and expanded the number of employees who will be considered “covered employees” subject to the 162(m) limit to include the Chief Financial Officer (who was previously excluded) and certain former named executive officers. As a result of these changes, compensation exceeding $1 million paid to executive officers covered by Section 162(m)’s deduction limit was not deductible in 2018 nor will it be in future years.

Although we consider the tax implications of Section 162(m) of the Code, we do not have a formal policy in place requiring that part or all compensation must qualify under this section, in order to preserve flexibility with respect to the design of our compensation programs.

Section 409A of the Code provides for certain requirements that a plan that provides for the deferral of compensation must meet, including requirements relating to when payments under such a plan may be made, acceleration of benefits, and the timing of elections under such a plan. Failure to satisfy these requirements will generally lead to an accelerated of timing of inclusion in income of deferred compensation, as well as certain penalties and interest.

Compensation Policies and Risk

We do not believe that risks arising from our compensation policies and practices for our employees are reasonably likely to have a material adverse effect on the Company. We are aware that incentive compensation arrangements can be structured in such a way as to encourage undue risk-taking by executives who make decisions that tend to maximize short-term compensation at the expense of the long-term interests of the enterprise. We believe that in the past, our incentive compensation plans have motivated management to act in ways that are consistent with the long-term interests of our shareholders: promoting growth while maintaining substantial cash reserves, avoiding

debt, managing expenses and carefully evaluating potential acquisitions. We have structured current incentive compensation arrangements for executive officers in a manner consistent with past practices, and believe that those arrangements contribute to our long-term goals without encouraging undue risk-taking.

Compensation Committee Interlocks and Insider Participation

Since the beginning of fiscal 2024, no member of our Compensation Committee was an officer or employee of the Company, a former officer of the Company or had any relationship with the Company requiring disclosure under SEC regulations. During fiscal 2024, none of our executive officers served as a director or member of the compensation committee of any other entity whose executive officers served on our Board of Directors or Compensation Committee.

Compensation Committee Report

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with management, and based on the Compensation Committee’s review and discussions with management, has recommended to the full Board of Directors that the Compensation Discussion and Analysis be included in our Annual Report on Form 10-K for the year ended April 30, 2024, as well as the Proxy Statement for the Annual Meeting.

The following table reflects compensation paid to the Company’s named executive officers for fiscal 2022, fiscal 2023 and fiscal 2024.

We do not have formal employment contracts with our executive officers covering compensation matters. Accordingly, we set their compensation annually, under compensation plans individualized for each executive officer.

Upon recommendation and approval of the Compensation Committee, we entered into retention agreements with each of Messrs. James C. Edenfield, H. Allan Dow and Vincent C. Klinges on July 11, 2016 to provide for severance compensation should their employment be terminated under certain defined circumstances. We believe that such severance arrangements are key components to a competitive compensation package and are in line with companies in our peer group. In addition, we believe that these retention arrangements will help us retain our executive leadership in the event of a possible change in control and should such change in control occur, will help retain executive talent for the new organization.

The retention agreements provide for compensation to the executive in the event the executive’s employment is terminated following the consummation of a “change in control” for reasons other than the executive’s death, retirement, disability or for “cause” (as defined in the respective agreements), or if the executive voluntarily

terminates employment for “good reason” (as defined in the respective agreements). The compensation payable under the retention agreements is a lump sum severance payment equal to a multiple of the sum of the executive’s annual base salary plus the executive’s bonus for the prior year as of the date of the change in control. The multiples applicable to each person are as follows:

In addition, following termination of employment after a change in control, each of Messrs. James C. Edenfield, H. Allan Dow and Vincent C. Klinges are entitled to receive health insurance coverage (subject to a COBRA election) and certain other fringe benefits equivalent to those in effect at the date of termination for a period of twenty-four, twenty-four, and eighteen months, respectively. The retention agreements require the executive to comply with certain covenants that preclude the executive from competing with the Company or soliciting customers or employees of the Company for a period following termination of employment equal to the period for which fringe benefits are continued under the applicable agreement. The retention agreements expire upon the earlier of the executive’s termination or three years after a change in control of the Company or any successor to the Company. Accordingly, Mr. Edenfield’s retention agreement terminated on February 21, 2024, in connection with his retirement.

These retention agreements do not influence the vesting status of outstanding stock options under the 2020 Plan. However, under the 2020 Plan and, if approved, the 2024 Plan, upon the determination by the Compensation Committee in its role as the Stock Option Committee, in the event of a change in control as defined in the applicable plan, all awards may vest and become immediately exercisable in full.

A calculation of the potential post-employment payments due to our named executive officers under the agreements discussed above, assuming the triggering event for the payments occurred on the last business day of the year ended April 30, 2024, is set forth below under the heading “Potential Payments Upon Termination or Change in Control.”

Stock Options

As of April 30, 2024, we had outstanding stock options and RSUs granted under the 2011 Plan and the 2020 Plan. All directors of the Company and all employees of the Company and its subsidiaries, totaling 331 persons as of April 30, 2024, are eligible to participate in the 2020 Plan and, if approved, the 2024 Plan. The 2020 Plan became effective on May 29, 2019 and expired on May 29, 2024. Accordingly, the Company is seeking shareholder approval for the 2024 Plan as a successor plan to the 2020 Plan.

As of April 30, 2024, there were 6,502,017 options outstanding that were issued under the 2011 Plan and 2020 Plan, in the aggregate, that remain unexercised, of which 2,725,704 were exercisable as of that date.

Until May 29, 2024, two separate committees administered our stock option plans: (i) the Special Stock Option Committee (comprised of Messrs. Miller, Hogue, McKenna and Newberry and Mmes. Thomas, Matlock and Wu, as members of the Compensation Committee) was responsible for option grants to named executive officers and directors, and (ii) the Stock Option Committee (comprised of H. Allan Dow and, prior to his retirement, Mr. Edenfield) was responsible for other option grants. The members of these Committees were not eligible to participate in the portion of the plan that they administered, except pursuant to the formula option grant program for non-employee directors. Under the plans, the functions of these committees were to grant options and establish the terms of those options, as well as to construe and interpret the plans and adopt rules in connection with options that the particular committee grants. Except for the 2020 Plan, the function of these committees was limited to continuing and interpreting the plans. As of May 29, 2024, the Compensation Committee consolidated and absorbed the responsibilities of these two committees and is now responsible for their prior responsibilities and functions.

Fiscal 2024 Grants of Stock Options

The following table discloses the potential payouts under the stock options awarded to the named executive officers during the fiscal year ended April 30, 2024.

2024 Outstanding Equity Awards at Fiscal Year-End

The table below discloses outstanding exercisable and unexercisable equity awards outstanding as of April 30, 2024 for the named executive officers.

2024 Option Exercises and Stock Vested

The following table sets forth the actual value received by the named executive officers upon the exercise of stock options in fiscal 2024.

We entered into retention agreements with Messrs. James C. Edenfield, Dow and Klinges on July 11, 2016. Given Mr. Edenfield’s retirement from the Company, effective as of February 21, 2024, Mr. Edenfield is no longer eligible for such potential payments upon termination or change of control under his respective retention agreement. See “Compensation Discussion and Analysis-Retention Agreements.” The following table sets forth in tabular form estimates of the potential post-employment payments due to these named executive officers pursuant to the retention agreements discussed above, assuming the triggering events for the payments occurred on the last business day of the fiscal year ended April 30, 2024 and, in the case of Mr. Edenfield, assumes that he was employed by the Company on April 30, 2024.

As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, below is a reasonable estimate about the relationship of the annual total compensation of our employees and the annual total compensation of Mr. H. Allan Dow, our Chief Executive Officer, President and Principal Executive Officer. For fiscal 2024, our last completed fiscal year:

We used the following methodologies, estimates and assumptions as permitted under SEC rules to identify and select the median employee for purposes of determining our reasonable estimate of pay ratio as set forth above:

As further discussed in our Compensation Discussion and Analysis, with performance-based pay comprising the majority of executive compensation, we believe our current executive compensation program directly links compensation to our financial performance and aligns the interests of our executive officers with those of our shareholders. The following table sets forth financial performance measures that we considered to be the most important to link compensation actually paid to Company performance during 2024.

As demonstrated by the following table, the amount of Compensation Actually Paid to our CEO is aligned with our cumulative total shareholder return (“TSR”) over the three years presented in the table. The alignment of Compensation Actually Paid with the Company’s cumulative TSR over the period presented is because a significant portion of the Compensation Actually Paid to our CEO is comprised of equity awards.

Because a majority of total compensation provided to the CEO and the Non-CEO NEOs is through equity-based grants that vest over multi-year periods, the primary driver of changes in “Compensation Actually Paid” totals for the CEO and Non-CEO NEOs is the change in Company stock price. During fiscal 2021, our stock price increased 29% during the year with stock price increases resulting in higher “Compensation Actually Paid” values for the CEO and Non-CEO NEOs. During fiscal 2023 and fiscal 2024, our stock price declined by 28% and 12%, respectively, compared to a return of 4% and 45% for the NASDAQ Computer Index. We closed fiscal 2023 and fiscal 2024 decreasing Adjusted EBITDA when compared to fiscal 2022 so our stock price changes resulted in 2023 and 2024 “Compensation Actually Paid” values for the CEO and average NEO that were lower than those values in 2022.

With the emphasis on annual equity-based grants that vest over multi-year periods for the CEO and our other Non-CEO NEOs, the Compensation Committee believes that compensation value actually realized by the Company’s officers is directly and strongly aligned with shareholder returns over a multi-year period.

For fiscal 2024, Directors received cash compensation of $70,000 annually, paid on a per-fiscal quarter basis, following scheduled quarterly Board meetings. New Board members will be compensated on a pro-rated basis based on the date they join the Board. The additional annual amount of $5,000 paid to each Board Committee Chair remains unchanged and will be paid annually. In connection with Mr. Miller’s appointment as the Company’s Chairman in February 2024, the Board approved an additional annual payment of $50,000 to the Chairman of the Board. The Company will also reimburse all reasonable out-of-pocket expenses incurred by non-employee directors in attending meetings of the Board or any Committee.

Board members will also receive annual grants of Restricted Stock Units (“RSUs”) worth approximately $120,000, based on the Company’s closing share price on the award date. The award of RSUs will be subject to the 2020 Plan, or the 2024 Plan, if approved. The RSUs will vest as Class A Shares of the Company in full one year after the date of grant, subject to the Board members’ continued service on the Board through the vesting date. Until vesting, the RSUs will not entitle a Board member to voting rights, dividends, or other rights or privileges of owning Class A Shares of the Company. In addition, new Board members will receive a grant of RSUs worth approximately $25,000, based on the Company’s closing share price on the date they join the Board.

The following table provides compensation information for non-employee members of our Board for the fiscal year ended April 30, 2024.

On December 8, 2003, our Board of Directors adopted a resolution directing the Audit Committee of the Board of Directors to establish and implement procedures for identifying and conducting an appropriate review of any proposed transaction that meets the definition of “related party transaction” within the meaning of Item 404 of SEC Regulation S-K. In January 2004, the Audit Committee adopted written procedures in accordance with such direction. Under those procedures, the Audit Committee reviews and evaluates any proposed related party transaction and determines whether the terms of such transaction, judged at the time of the determination, are fair to the Company. Our officers are instructed that when a related party transaction is proposed they are to bring it to the attention of the Audit Committee, which then reviews the transaction and makes a determination of whether it meets the above standard. The Audit Committee is required to prepare a report of its deliberations, conclusions and recommendations, and furnish that report to the full Board of Directors. Since May 1, 2023, we were not a party to any transactions involving amounts in excess of $120,000 in which any related person had a direct or indirect interest, and no such transactions are currently proposed.

LEGAL PROCEEDINGS

We are not aware of any current legal proceedings involving any of our directors, director nominees, or executive officers and either the Company or any of its subsidiaries.

NAMED EXECUTIVE OFFICERS

Pursuant to Section 14A of the Exchange Act, we are requesting that our shareholders approve, on an advisory basis, the compensation of our executive officers, each of whom is named in the Summary Compensation Table, as described in the “Compensation Discussion and Analysis” section and disclosed in the Summary Compensation Table and related compensation tables and the narrative discussion presented under “Executive Compensation” in this Proxy Statement.

Our executive compensation program has been designed to attract, retain and motivate our executive team by providing competitive compensation within our market. We believe that our executive compensation program provides an appropriate balance between salary and “at-risk” forms of incentive compensation, as well as a mix of incentives that encourage our executives to focus on both long- and short-term objectives without encouraging inappropriate risks to achieve performance.

As an advisory vote, this proposal is not binding on the Company. However, our Compensation Committee and our Board of Directors value the opinions of our shareholders expressed through your vote on this proposal and will consider the outcome of this vote in making future compensation decisions for our executive officers.

At the 2023 Annual Meeting, held on August 22, 2023, our shareholders approved the frequency of future votes on executive compensation on an annual basis. Accordingly, our next advisory say-on-pay vote (following the non-binding advisory vote at this Annual Meeting) is expected to occur at our 2025 Annual Meeting.

The proposal to approve, on an advisory basis, the compensation of our executive officers requires the affirmative vote of the majority of the shares represented in person or by proxy at the Annual Meeting and entitled to vote on the proposal.

Each proxy solicited on behalf of our Board of Directors will be voted “FOR” the approval of the compensation of our named executive officers unless the shareholder instructs otherwise in the proxy.

On May 29, 2024, the Board approved, adopted and resolved to submit for shareholder approval the Company’s 2024 Equity Compensation Plan (the “2024 Plan”). If approved by our shareholders, the 2024 Plan reserves for issuance under the 2024 Plan 1,400,000 Class A Shares plus (i) the number of shares, if any, remaining available for issuance under the Company’s 2020 Equity Compensation Plan (the “2020 Plan”), and (ii) the number of shares, if any, subject to awards granted under the 2020 Plan that, after May 29, 2024, cease to be subject to such awards due to cancellation, forfeiture, or expiration of such awards.

We believe that granting equity awards to executive officers and other employees is an effective means to reward them for their prior performance, to serve as an incentive for promotion of Company profitability and other long-term objectives, and to maintain their overall compensation at competitive levels. As noted above, as of April 30, 2024, there were 248,930 shares available for future awards under the 2020 Plan.

Under the 2024 Plan, the Company may grant options, stock appreciation rights (“SARs”), shares of restricted stock, restricted stock units and performance stock units to officers and other employees of the Company or any subsidiary, consultants and other service providers to the Company or any subsidiary, and members of the Board. Options may be either incentive stock options or nonqualified stock options. The number of options, SARs, shares of restricted stock, restricted stock units or performance stock units granted is determined by the particular committee that administers such grants. See “Administration” below. Option grants to non-employee directors can only be nonqualified stock options. SARs, shares of restricted stock, restricted stock units and performance stock units may be granted to any plan participant.

The following summary of the 2024 Plan is qualified in its entirety by reference to the full text of the 2024 Plan, which governs in the event of any conflict. A copy of the 2024 Plan included as Appendix C to this Proxy Statement.

We intend to register the Class A Shares that would be available for awards under the 2024 Plan on a Registration Statement on Form S-8 under the Securities Act of 1933, as amended, as soon as practicable after receiving shareholder approval of the 2024 Plan.

The purpose of the 2024 Plan is to aid the Company in recruiting and retaining key employees, directors, consultants and other service providers of outstanding ability and to motivate such persons to exert their best efforts on behalf of the Company and its affiliates.

In developing our share request for the 2024 Plan and analyzing the impact of utilizing equity as a means of compensation on our shareholders, we considered both our “overhang” and our “burn rate”.

Overhang is a measure of potential dilution which we define as the sum of (i) the total number of shares underlying all equity awards outstanding and (ii) the total number of shares available for future award grants, divided by the sum of (a) the total number of shares underlying all equity awards outstanding, (b) the total number of shares available for future awards and (c) the number of shares outstanding. As of June 5, 2024, there were 6,685,135 shares underlying all equity awards outstanding, 0 shares available for future awards under the 2020 Plan, and 33,280,598 shares of common stock outstanding. Of the 6,685,135 shares underlying all equity awards that are outstanding as of June 5, 2024, 118,731 shares relate to issued and outstanding RSUs and 6,566,404 shares relate to issued and outstanding stock options, which options have a weighted average strike price of $15.51 and term of 3.21. Accordingly, our fully diluted overhang as of June 5, 2024 was 16.73%. If the 1,400,000 shares proposed to be authorized for grant under the 2024 Plan are included in the calculation, our fully diluted overhang on June 5, 2024 would have been 19.55%.

Burn rate provides a measure of the potential dilutive impact of our equity award program, which we define as the number of shares covered by awards granted in a given fiscal year minus shares subject to outstanding equity awards forfeited during that year, divided by the weighted-average number of shares of common stock outstanding for that year. We believe a net burn rate measure (that is, burn rate calculated to reflect forfeitures of awards)

indicates the rate at which we actually create potential future shareholder dilution. The following table sets forth information regarding historical award granted and awards forfeited in each of the 2022 through 2024 fiscal periods, and the corresponding annual net burn rate, for each of such three fiscal years, as well as the average net burn rate for those three years:

We recognize that equity awards dilute existing shareholders, and, therefore, we and our Compensation Committee are mindful to responsibly manage our equity compensation program. We review market data on equity compensation with our Compensation Committee on a regular basis with the goal of ensuring that our pay packages are competitive for all levels of employees, including our executives, and align with the compensation practices of our peers.

We have been and are committed to continuing to be careful, responsible stewards of our equity compensation program. We recognize that each equity award that we make dilutes our shareholders and intend to continue to actively monitor our share reserve and burn rate to ensure that we maximize shareholders’ value by granting the appropriate number of equity awards necessary to reward, motivate and retain our employees and directors. This requires prudence, process and sound judgement, all of which we are committed to because we know that we will not be able to compete for talent and deliver sustainable success to our shareholders without an equity compensation program.

The maximum number of Class A Shares that may be issued under the 2024 Plan is 1,400,000 plus the number of shares remaining available for issuance under the 2020 Plan, if any, subject to adjustment as provided below. Such shares may be shares of original issuance or treasury shares. Shares that are subject to awards granted under the 2024 Plan that are terminated, expire unexercised, lapse or are forfeited generally will be available again for issuance under the 2024 Plan. However, the following shares will not be available again for grant under the 2024 Plan: (i) cancelled on settlement of options or SARs in payment of the exercise price thereof; (ii) repurchased by Company using option exercise proceeds; (iii) withheld to pay taxes; and (iv) share-settled awards where only the actual shares delivered are counted against the plan reserve.

In the event of any change in the outstanding shares by reason of any share dividend or split, reorganization, recapitalization, merger, consolidation, spin-off, combination or exchange of shares or other corporate exchange or change in capital structure, distribution to shareholders (other than regular cash dividends) or any similar event, the applicable stock option committee, without liability to any person, will make such substitution or adjustment, if any, as it deems to be equitable as to the number or kind of shares or other securities issued or reserved for issuance. The committee will determine in its sole discretion the manner in which such substitution or adjustment shall be made.

Administration

The 2024 Plan is administered by the Compensation Committee (or any other committee of the Board to which the Board has delegated full or partial power to act), which is responsible for the administration and granting of stock options to other employees and eligible persons. The Compensation Committee is composed of two or more independent directors. References in this Proposal 4 to the “committee” mean the Compensation Committee or any other committee of the Board to which the Board has delegated full or partial power to act. The committee has the full power and authority to establish terms and conditions of any award consistent with the 2024 Plan and waive any such terms and conditions at any time; provided, however, the committee is not permitted to accelerate or waive any vesting conditions applicable to an award, except in the event of a participant’s death, disability, retirement or upon a Change of Control (as defined below).

Eligibility

All directors and employees are eligible to participate in the 2024 Plan. Additionally, consultants and other service providers to the Company may be eligible for the issuance of awards under the 2024 Plan, if deemed appropriate by the committee.

Under the 2024 Plan, the committee may not, without the approval of the Company’s shareholders, cancel outstanding options or SARs and grant in substitution, new options or SARs having a lower exercise price, amend any outstanding options or SARs to reduce the exercise price or purchase any outstanding unexercised options or SARs.

No portion of any options, SARs, shares of restricted stock, restricted stock units or performance stock units will have a vesting period of less than one year from the date of grant.

Any award granted pursuant to the 2024 Plan shall be subject to mandatory repayment by the participant to the Company (i) to the extent set forth in any award agreement, (ii) to the extent that such participant is, or in the future becomes, subject to (a) any “clawback” or recoupment policy adopted by the Company or any of its affiliates to comply with the requirements of any applicable laws, rules or regulations, including pursuant to final rules adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act, or otherwise, or (b) any applicable laws which impose mandatory recoupment, under circumstances set forth in such applicable laws, including the Sarbanes-Oxley Act of 2002.

The exercise price per share of any option granted under the 2024 Plan is set in each case by the committee that administers the 2024 Plan or by the entire Board, but shall not be less than 100% of the fair market value of common stock on the date of grant (110% for 10% shareholders if the option is an incentive stock option).

The terms of individual option grants and SARs are determined by the particular committee granting the option or SAR, as discussed in “Administration” above. If the committee continues current practices, options granted pursuant to the 2024 Plan generally will expire on the sixth anniversary of the grant date and will become exercisable in equal portions over a five-year period. A SAR granted in connection with an option (i) may be granted at the time the related option is granted or at any time prior to the exercise or cancellation of the related option, (ii) shall cover the same number of shares covered by the option (or such lesser number of shares as the committee may determine), and (iii) shall be subject to the same terms and conditions as such option, except for certain additional limitations permitted under the 2024 Plan.

Options granted pursuant to the 2024 Plan are exercisable according to the terms of the 2024 Plan, at such times and under such conditions as determined by the committee that administers the options and as set forth in the option grant agreement relating to the options being exercised. The option grant agreement may specify whether the option price may be paid by the participant (i) in cash or its equivalent (e.g., by personal check) at the time the option is exercised, (ii) in shares having a fair market value equal to the aggregate option price for the shares being purchased and satisfying such other requirements as may be imposed by the committee, if such shares have been held by the participant for no less than six months, (iii) partly in cash and partly in shares, (iv) if there is a public market for the shares at such time, through the delivery of irrevocable instructions to a broker to sell shares obtained upon the exercise of the option, or (v) to the extent approved by the committee, through “net settlement” in shares. The option agreement may provide for deferred payment from the proceeds of sale through a bank or broker of some of all of the shares to which such exercise relates.

Exercise of SARs

Each SAR granted independent of an option shall entitle a participant upon exercise to an amount equal to the product of (i) the excess of (A) the fair market value on the exercise date of one share over (B) the exercise price per Share, multiplied by (ii) the number of shares covered by the SAR. Each SAR granted in conjunction with an option, or a portion thereof, shall entitle a participant to surrender to the Company the unexercised option, or any portion thereof, and to receive from the Company in exchange therefor an amount equal to the product of (i) the excess of (A) the fair market value on the exercise date of one share over (B) the greater of the exercise price per share or the option price per share, multiplied by (ii) the number of shares covered by the option, or portion thereof, which is surrendered. The date on which a notice of exercise is received by the Company shall be the exercise date. Payment shall be made in cash as set forth in the award agreement. SARs may be exercised from time to time upon actual receipt by the Company of written notice of exercise stating the number of shares with respect to which the SAR is being exercised.

The award agreement for restricted shares will set forth the number of shares subject to the award, the period during which and the conditions under which the restricted shares may be forfeited to the Company, and the other terms and conditions of the award. Restricted shares may not be sold, transferred, or otherwise encumbered or disposed of until the expiration of the restricted period and the fulfillment of any other conditions to the award. The award agreement will set forth a period of time during which the participant must remain in the continuous employment (or other service-providing capacity) for the forfeiture and transfer restrictions to lapse. Unless otherwise provided in the award agreement, the participant receiving restricted shares will have the right to receive dividends and to vote such shares, provided, however, that any cash or stock dividends with respect to the restricted stock will be withheld by the Company for the participant’s account. Such dividends will be distributed to the participant upon the release of restrictions on the shares. At the end of the restricted period and provided that any other restrictive conditions of the award are met, a stock certificate will be delivered to the participant free of the restricted stock legend (or restrictions on book-entry shares will be removed).

Each restricted stock unit will have a value equal to the fair market value of a share on the date such restricted stock units are granted under the Plan. Restricted stock units may be settled in cash, shares, other securities or property (as determined by the Compensation Committee) upon the lapse of restrictions applicable to the award and otherwise in accordance with the award agreement. Unless otherwise provided in the applicable aware agreement, restricted stock units will be subject to transfer restrictions similar to those of restricted stock, except that no shares are awarded to a participant who is granted restricted stock units on the date of grant, and such participant will have no rights of a shareholder with respect to the restricted stock units until the restrictions set forth in the award agreement lapse and the underlying shares have been delivered to the participant. The award agreement for restricted stock units will set forth the number of shares subject to the award, the period during which, and the conditions under which, the restricted stocks units may be forfeited to us, and the other terms and conditions of the award. The award agreement will set forth a period of time (which will be not less than one year) during which the participant must remain in the continuous employment (or other service-providing capacity) for the forfeiture and transfer restrictions to lapse. The award agreement may also set forth performance or other conditions (including, but not limited to, performance goals based on the criteria listed in the Plan) that will subject the shares to forfeiture and transfer restrictions. The award agreement will specify whether restricted stock units entitle the participant to dividend equivalent rights at the time of payment of dividends to our shareholders. Unless otherwise determined by the Compensation Committee or as provided in the award agreement, all of the restricted stock units will terminate unless the participant remains in continuous employment for the entire restricted period and unless the other restrictive conditions of the award are met.

The committee will specify the terms of a performance share unit in the award agreement. The committee will establish an initial value for a performance share unit at the time of grant. In addition to any non-performance terms applicable to the performance share unit, the committee will set one or more performance goals that, depending on the extent to which they are met, will determine the number or value of the performance share unit that the Company

will pay out to the participant. The committee may provide for payment of earned performance share units in cash or shares. The committee will also specify any restrictions applicable to the performance share unit such as continued service, the length of the restriction period, and whether any circumstances, such as death, disability or other events, shorten or terminate the restriction period.

Performance share units will not possess voting rights and will accrue dividend equivalents only to the extent provided in the award agreement evidencing the award. However, rights to dividend equivalents are permitted only to the extent they comply with, or are exempt from, Section 409A. Any rights to dividends or dividend equivalents on performance share units or any other award subject to performance conditions will be subject to the same restrictions on vesting and payment as the underlying award.

Performance Measures

A performance objective may be described in terms of company-wide objectives or objectives that are related to a specific division, subsidiary, employer, department, region, or function in which the participant is employed or otherwise supports or that is specific to the participant or as some combination of those (as alternatives or otherwise). The Company may measure a performance objective on an absolute basis or relative to a pre-established target, results for a previous year, the performance of other corporations, or a stock market or other index. The committee will specify the period over which the Company will measure the performance objectives for a particular award and will determine whether the applicable performance objectives have been met with respect to a particular award following the end of the applicable performance period.

In determining whether any performance objective has been met, the committee may include or exclude any or all items that are unusual or infrequent, including but not limited to (i) charges, costs, benefits, gains, or income associated with reorganizations or restructurings of the Company and its subsidiaries, discontinued operations, goodwill, other intangible assets, long-lived assets (non-cash), litigation or the resolution of litigation (e.g., attorneys’ fees, settlements or judgments), or currency or commodity fluctuations, and (ii) the effects of changes in applicable laws, regulations, or accounting principles. In addition, the committee may adjust any performance objective for a performance period as it deems equitable to recognize unusual or infrequent events affecting the Company and its subsidiaries, changes in laws, regulations, or accounting principles, mergers, acquisitions, and divestitures, or any other factors the committee determines.

Non-Transferability of Awards

Awards granted under the 2024 Plan are not transferable other than by will or the applicable laws of descent and distribution. During the lifetime of a participant, awards may be exercised only by such participant or his or her guardian or legal representative.

Change of Control

In the event of a Change of Control (as defined below), the committee may, but shall not be obligated to, (i) accelerate, vest or cause the restrictions to lapse with respect to all or any portion of an award not already vested, (ii) cancel such awards for fair value (as determined in the sole discretion of the committee) which, in the case of options, SARs, restricted stock units and performance stock units, may equal the excess, if any, of the value of the consideration to be paid in the Change of Control transaction to holders of the same number of shares subject to such options, SARs, restricted stock units or performance stock units (or, if no consideration is paid in any such transaction, the fair market value of the shares subject to such options, SARs, restricted stock units or performance stock units) over the aggregate exercise price of such options, SARs, restricted stock units or performance stock units, (iii) provide for the issuance of substitute awards that will substantially preserve the otherwise applicable terms of any affected awards previously granted, as determined by the committee in its sole discretion, (iv) cancel and exchange any performance share units for which the performance period has not expired and exchange such performance share units for a cash payment equal to the product of the value of the performance share unit determined at “Target Performance Level” (100%) and a fraction, the numerator of which is the number of whole months that have elapsed from the beginning of the performance period to which the award is subject to the date of the Change of Control and the denominator of which is the number of whole months in the performance period, or (v) provide that for a period of at least 10 days prior to the Change of Control, such options shall be exercisable as to all shares subject thereto and that upon the occurrence of the Change of Control, such options shall terminate and be of no further force or effect. The committee may, in its discretion and without the consent of any participant, determine that upon the occurrence of a Change of Control, each or any award or a portion thereof outstanding immediately prior to the Change of Control and not previously exercised or settled will be canceled in exchange for

a payment with respect to each vested share subject to such award in cash, shares, shares of a corporation or other business entity that is a party to the Change of Control, or other property which, in any such case, will be in an amount having a fair market value equal to the fair market value of the consideration to be paid per share in the Change of Control, reduced by the exercise or purchase price per share, if any, under such award.

For purposes of the 2024 Plan, “Change of Control” means a transaction or a series of transactions occurring within any single 12-month period in which: (i) any one Person (as that term is used for purposes of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended), or more than one Person acting as a group, acquires ownership of stock of Company that, together with stock held by such Person or group, constitutes majority shareholder voting power, taking into account all such stock acquired during the 12-month period ending on the date of the most recent acquisition; (ii) a majority of the members of the Board is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election; or (iii) any one Person, or more than one Person acting as a group, other than a Person or group of persons that is related to the Company, acquires assets from the Company that have a total gross fair market value equal to or more than 75% of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions, taking into account all such assets acquired during the 12-month period ending on the date of the most recent acquisition.

Governing Law

The 2024 Plan will be governed by and construed in accordance with the federal laws of the United States and the laws of the State of Georgia.

No Right to Employment or Awards

The granting of an award under the 2024 Plan imposes no obligation on the Company or any of its subsidiaries to continue the employment of a participant and does not lessen or affect their right to terminate the employment of such participant. No participant or other person will have any claim to be granted any award. The terms and conditions of awards and the committee’s determinations and interpretations need not be the same with respect to each participant.

Termination of Employment

If a Plan participant’s employment is terminated for any reason other than death, Good Reason or Disability (as such terms are defined in the Plan), then all unpaid Awards (whether vested or unvested) will be cancelled or forfeited, as the case may be, unless the Participant’s award agreement provides otherwise.

Code Section 409A

The 2024 Plan expressly provides that no award will be granted, deferred, accelerated, extended, paid out or modified in a manner that would result in the imposition of an additional tax upon a Participant under Section 409A of the Code, and the committee will have the authority to alter the payment or delivery of shares under the 2024 Plan in order to avoid such tax liability.

Plan Benefits

Awards granted under the 2024 Plan are subject to the discretion of the Compensation Committee. See “Executive Compensation - Elements of Compensation - Stock Option Plans” and “Executive Compensation - Stock Options - Fiscal 2024 Grants of Stock Options” for information related to recent grants of stock options. There are no outstanding options granted to participants in the 2024 Plan that are dependent upon the passage of the 2024 Plan.

Termination; Amendment

The 2024 Plan will terminate on May 30, 2029, unless sooner suspended or terminated by the Board. In general, no such suspension or termination will have any effect on outstanding awards without the consent of the participant. The committee may amend, alter, suspend, discontinue or terminate the 2024 Plan at any time; however, no amendment, alteration, suspension, discontinuation or termination may be made without shareholder approval if such change would increase the total number of shares reserved for issuance under the 2024 Plan or change the maximum number of shares for which awards may be granted to any participant. Additionally, the consent of a participant is required if any such change would materially adversely impair any of the rights under any award granted under the 2024 Plan.

Tax Consequences

The following is a brief summary of the principal federal income tax consequences of the grant and exercise of an option under the 2024 Plan and the subsequent disposition of shares of common stock acquired upon such exercise. Under the 2024 Plan, at the time of grant the committee designates each option as either an incentive stock option or a nonqualified stock option, with differing tax consequences to the participant and to the Company for each type of option.

The grant of a nonqualified option will not result in any immediate tax consequence to the Company or the participant. Upon exercise of a nonqualified option granted under the 2024 Plan, the amount by which the fair market value on the date of exercise of the shares received upon such exercise exceeds the option price will be taxed as ordinary income to the participant, and the Company generally will be entitled to a deduction in an equal amount in the year the option is executed. Such amount will not be an item of tax preference to a participant.

Upon the subsequent disposition of shares acquired upon the exercise of an option (“Option Stock”), a participant may realize short-term or long-term capital gain or loss (assuming such shares of Option Stock constitute capital assets in a participant’s hands), depending upon the holding period of such shares of Option Stock, equal to the difference between the selling price and the tax basis of the shares of Option Stock sold. The tax basis for this purpose will equal the sum of the exercise price and the amount of ordinary income realized by the participant as a result of such exercise.

Incentive Options

Neither the grant nor the exercise of an incentive stock option will have any immediate tax consequences to the Company or the participant. (However, in calculating income for purposes of computing an individual participant’s alternative minimum tax, the favorable tax treatment generally accorded incentive stock options is not applicable.)

When a participant sells Option Stock received upon the exercise of his or her incentive stock options, any amount she or he receives in excess of the option price will be taxed as a long-term capital gain at the maximum applicable tax rate (and any loss will be a long-term capital loss) if she or he has held his or her shares for at least two years from the date of granting the option to her or him and for at least one year after the issuance of such shares to her or him. If the Option Stock is not held for more than two years from the date of granting the option to him or her or are not held for more than one year after the issuance of such Option Stock, (i) ordinary income will be realized in the year of the disposition in an amount equal to the difference between the fair market value of the Option Stock on the date the option was exercised and the option price, and (ii) upon the sale of the applicable Option Stock, either capital gain or loss will be recognized in an amount equal to the difference between the selling price and the fair market value of the Option Stock on the date the option was exercised. If the selling price is less than the fair market value on the date the option is exercised, but more than the exercise price, (a) ordinary income equal to the difference between the exercise price and the fair market value on the date of exercise is recognized, and (b) a capital loss equal to the difference between the fair market value on the date of exercise and the sales price results.

The Company is not permitted to take a deduction for federal income tax purposes because of the granting or exercise of any incentive stock option, except to the extent that ordinary income may be realized by a participant on the exercise or sale of Option Stock.

SARs

The grant of a SAR is not a taxable event to the Company or the participant. When a participant exercises a SAR, the excess of the fair market value of the common stock at the time of exercise over the unit grant price, multiplied by the number of units exercised, will be taxed as ordinary income to the participant. The Company may claim a deduction for federal income tax purposes for compensation paid in an equal amount after the participant has exercised the SAR.

Restricted Shares

The award of restricted shares will not result in taxable income to the participant, and the Company will not be entitled to take a deduction, at the time of grant unless the participant makes an election under Section 83(b) of the Code to be taxed at such time. If such election is not made, upon the lapse of the restrictions upon restricted shares, the participant will recognize ordinary income in the amount equal to the fair market value of the shares at the

time the restricted shares vest (less any amount paid for the shares), and the Company will be entitled to a deduction for the same amount. Prior to the lapse of the restrictions on restricted shares, any dividends received on such shares will be treated as ordinary income to the participant (and will not be eligible for reduced rates of taxation applicable to qualified dividend income).

If an election under Section 83(b) of the Code is made within 30 days after receipt of restricted shares, the participant will recognize ordinary income in the year that the restricted shares are awarded in an amount equal to the fair market value of the shares on the date of such award determined as if the restricted shares were not subject to restrictions, and the Company will be entitled to a deduction for the same amount. If the election is made, the participant will not recognize income at the time that the restrictions actually lapse. Any dividends received after the election is made generally will constitute qualified dividend income generally subject to reduced rates of taxation. If the restricted shares subject to the election are subsequently forfeited, the participant will not be entitled to a deduction or tax refund. Any ordinary income of the participant will be subject to tax withholding by the Company. The Company generally will have no tax consequence in connection with the later disposition of shares acquired pursuant to vested restricted shares.

Restricted Stock Units

A participant generally is not taxed on the grant of a restricted stock unit, but rather is taxed on the ordinary income value of the restricted stock unit upon the vesting of such restricted stock unit. If the stock underlying the restricted stock unit is delivered at the time or shortly after the restricted stock unit is no longer subject to a substantial risk of forfeiture, then at the time of delivery the participant will recognize ordinary income equal to the amount of cash and the fair market value of the shares the participant has received. The issuer will be entitled to deduct the same amount. However, if the shares underlying the restricted stock unit are not designed to be paid on or shortly after the restricted stock unit is no longer subject to a substantial risk of forfeiture, the restricted stock unit may be deemed a nonqualified deferred compensation plan subject to Section 409A. In that case, if the restricted stock unit is designed to meet the requirements of Section 409A, then at the later time of delivery the participant will recognize ordinary income equal to the amount of cash and the fair market value of the shares the participant has received. The issuer will be entitled to deduct the same amount at that time.

Performance Share Units

A participant is not taxed on the grant of a performance share unit but will recognize taxable income at the time of settlement of the performance share unit equal to the amount of cash and the fair market value of the shares the participant has received. The income recognized will be taxable as ordinary income. The issuer generally will be entitled to deduct an amount equal to the amount of ordinary income the participant has recognized. Any gain or loss recognized upon the disposition of the shares acquired pursuant to settlement of a performance share unit will qualify as long-term capital gain or loss if the participant has held the shares for at least one year after settlement.

New Plan Benefits

It is not possible to determine the benefits or amounts that will be received by or allocated to participants under the 2024 Plan or would have been received by or allocated to participants for the last completed year because awards under the 2024 Plan will be made at the discretion of the committee.

Board Recommendation

The Board believes it is in the best interest of the Company and its shareholders to approve the adoption of the 2024 Plan so that the Company will be able to continue to provide adequate incentives and to attract and retain the services of competent personnel.

Required Vote

The affirmative vote of a majority of the shares in attendance or represented by proxy and entitled to vote at the Annual Meeting is required for adoption of the 2024 Plan. Votes that are withheld, broker non-votes and votes of abstention will not be counted as a vote for or against the Proposal 4.

On April 10, 2024, the Company entered into the Reclassification Agreement with James C. Edenfield (“Mr. Edenfield”). Mr. Edenfield, the Company’s co-founder and former Executive Chairman and director, beneficially owns and has the sole power to vote or direct the voting of all of the shares of Class B Shares outstanding. See “Proposal 5 – Summary of Reclassification Agreement” on page 43 for a description of the Reclassification Agreement. A copy of the Reclassification Agreement is attached as Appendix A to this Proxy Statement and is incorporated by reference.

Pursuant to the Reclassification Agreement, subject to the terms and conditions set forth therein, the Company will reclassify its equity capital structure to eliminate the Class B Shares effected through the filing of an amendment to the Company’s Articles of Incorporation, which provides, among other things, for the automatic reclassification and exchange of each issued and outstanding share of Class B Shares into 1.2 Class A Shares. See “Proposal 6 – Approval of the Amendment and Restatement of the Company’s Amended and Restated Articles of Incorporation to give effect to the Reclassification” on page 57 for a description of the Reclassification Amendment. A copy of the proposed Second Amended and Restated Articles of Incorporation is attached as Appendix B to this Proxy Statement and is incorporated by reference. References to the “Reclassification Proposals” mean both the Reclassification Proposal and the Reclassification Amendment Proposal.

The effectiveness of the Reclassification is conditioned on our shareholders’ approval of the Reclassification Proposals. The effectiveness of the Reclassification is not conditioned on our shareholders’ approval of any other amendment to the Company’s Amended and Restated Articles of Incorporation, including the Indemnification Amendment and the Blank Check Preferred Stock Amendment (collectively, the “Other Amendment Proposals”).

We are asking our shareholders to vote on the Reclassification in this Proposal 5. The Board of Directors recommends that you vote “FOR” the Reclassification Proposal.

The Board of Directors approved the Reclassification, upon the unanimous recommendation of the independent members of the Board of Directors. If the Reclassification Proposals are each adopted by the Company’s shareholders, the Reclassification will become effective upon the filing of the Reclassification Amendment. The Company intends to make such filing promptly after the Annual Meeting.

Background of the Reclassification

As part of its ongoing review of the Company, the Board has regularly reviewed the Company’s capital structure, including whether maintaining the dual class share structure remains in the best interests of the Company and its shareholders. From time to time over the last several years, Mr. Edenfield has discussed with members of management and/or directors of the Company the possibility that at some point it may be desirable to explore making changes to the existing dual class share structure of the Company’s common stock. These conversations have recognized that potential changes could include, among other things, the possibility of reclassifying the common stock to eliminate the Company’s Class B Shares (which entitle the holder to 1 vote per share of Class B Shares and are 100% owned by Mr. Edenfield) and exchange each share of Class B Shares into Class A Shares (which entitle the holder to .1 vote per share of Class A Shares).

On February 7, 2024, Mr. Buddy Hendrick, an attorney who represents Mr. Edenfield, initiated a telephone conversation with Allan Dow, communicating that he had been retained by Mr. Edenfield. He conveyed that Mr. Edenfield desired to convert his Class B shares into Class A shares. The next morning on February 8, 2024, Mr. Dow called Jim McGuone, the Company’s secretary and former general counsel, and Lizanne Thomas, a director of the Company and the Chairperson of the Nominating and Governance Committee, to advise each of them of his conversation with Mr. Hendrick.

On February 8, 2024, Mr. Hendrick and Mr. Dow had an additional conversation where Mr. Hendrick confirmed Mr. Edenfield’s desire to convert his Class B shares into Class A shares. Mr. Dow and Mr. Hendrick also had a conversation regarding the premium at which the Class B shares would be converted into Class A Shares. After some deliberation, in which Mr. Dow negotiated a premium range between 10% and 30%, Mr. Hendrick accepted the proposed range on behalf of Mr. Edenfield.

On February 10, 2024, Mr. Dow and Mr. Edenfield continued discussing the possible transaction. On February 11, 2024, Mr. Dow spoke with Mr. Hendrick to discuss Mr. Edenfield’s possible retirement and putting a term sheet together. Mr. Dow informed Mr. Hendrick of the need to confirm Mr. Edenfield’s status as a director and

employee of the Company prior to any negotiations on the conversion of the Class B shares progressing. On February 12, 2024, Mark Grant, the Company’s General Counsel, called the Company’s law firm, Baker, Donelson, Bearman, Caldwell & Berkowitz P.C. (“Baker Donelson”), to advise of the possible transaction. On February 13, 2024, Mr. Dow called Ms. Thomas to provide her with an update.

On February 14, 2024, the Board held an information session. Other than Mr. Edenfield, all members of the Board were present (with Mr. Klinges and Mr. Grant in attendance). At the session, Mr. Dow informed the Board about Mr. Edenfield’s decision to both resign from the Board and his executive roles at the Company and his desire to convert his shares. Discussions ensued regarding Mr. Edenfield’s future at the Company. The Board addressed Mr. Edenfield’s extensive history with the Company and the significant value he has provided for the Company and its Shareholders for over fifty years. The Board began discussions regarding an appropriate role for Mr. Edenfield at the Company following his retirement from the Board and his executive roles. The Board directed management to prepare an agreement with Mr. Edenfield to serve as an advisor to the Board and to discuss terms with Messrs. Hendrick and Edenfield. Members from management communicated that it would also be beneficial to the Board and the Company for the Board to retain a financial advisor to assist in evaluating and deciding on a process in connection with the conversion. The Board directed management to contact several identified potential financial advisors to request presentations regarding their credentials and their perspectives on the Reclassification Proposals.

On February 16, 2024, Mr. Grant delivered a proposed advisor agreement and related documents to Mr. Hendrick on behalf of Mr. Edenfield. Over the next week, Mr. Hendrick (on behalf of Mr. Edenfield) provided feedback to the Company on the advisor agreement and related documents. Mr. Grant held a meeting with Baker Donelson to discuss Mr. Edenfield’s comments. Following this conversation with Baker Donelson, Mr. Grant returned a revised advisor agreement to Mr. Hendrick. Mr. Hendrick subsequently communicated Mr. Edenfield’s agreements to the terms of the advisor agreement and related documents.

Mr. Klinges and Mr. Grant communicated with four potential financial advisors regarding their proposals to assist the Board with a financial evaluation of the Reclassification and received proposals from three advisors. Company management evaluated the proposals based on various criteria, including (i) each financial advisor’s experience and expertise with respect to transactions similar to the Reclassification; (ii) the independence of the financial advisor as to potential conflicts of interests; (iii) past experience the financial advisor may have had with the Company and the advisor’s knowledge of the Company’s business; and (iv) the proposed fees to be charged by the financial advisor.

On February 21, 2024, the Board held its regularly scheduled quarterly meeting and reviewed and discussed Mr. Edenfield’s advisor agreement and the related documentation. Other than Mr. Edenfield, all members of the Board were present (with Mr. Grant, Mr. Klinges and Mr. McGuone in attendance). After lengthy discussions, the Board accepted Mr. Edenfield’s resignation and approved the advisor agreement. The Board then discussed logistics regarding the conversion of Mr. Edenfield’s Class B Shares. Management reviewed the proposals received from financial advisors and discussed them with the Board. The Board was comfortable with the received proposals and directed management to continue discussions with the financial advisors and retain one of the firms.

Following the February 21, 2024 Board meeting, the Company retained Houlihan Lokey Capital, Inc. (“Houlihan Lokey”) as its independent financial advisor for purposes of its review and evaluation of the potential Reclassification and related aspects of the potential Reclassification. The Board directed the Company to engage Houlihan Lokey as its financial advisor in connection with the Reclassification based upon, among other things, Houlihan Lokey’s qualifications, experience and expertise in serving as financial advisor to boards of directors generally and with respect to similar transactions, along with its independence from Mr. Edenfield. Houlihan Lokey and the Company subsequently executed an engagement letter dated as of March 8, 2024.

On March 12, 2024, Messrs. Dow, Grant and Klinges held a meeting with representatives of Houlihan Lokey to commence discussions on the proposed Reclassification. Representatives of Houlihan Lokey discussed their process for reviewing the financial terms of the proposed transaction and information to be provided by Company management and the expected process and timing of Houlihan Lokey’s financial analyses. The representatives of Houlihan Lokey also introduced each member of their team and gave a presentation on their respective backgrounds.

On March 14, 2024, management, led by Messrs. Dow, Grant and Klinges, held a meeting with representatives of Houlihan Lokey and Baker Donelson in attendance, as well as Ms. Thomas. The purpose of the call was to discuss the potential terms of the transaction with the advice and assistance of Houlihan Lokey and Baker Donelson.

On March 19, 2024, Mr. Hendrick conveyed Mr. Edenfield’s responses and comments to the Term Sheet, which related to the conversion premium and the length of the lock-up provision, which restricts the sale or other transfer of the resulting Class A Shares, as further described below. Members of management discussed such responses and comments with Baker Donelson and, once finalized, delivered a new draft of the Term Sheet to Mr. Hendrick proposing a 20% conversion premium and a shorter lock-up term. Mr. Hendrick verbally conveyed that it was his expectation that such terms would be acceptable to Mr. Edenfield. In the interest of time, prior to hearing final word from Mr. Edenfield on the Term Sheet, management elected to proceed with the preparation of the Reclassification Agreement, with advice and assistance from Baker Donelson and Houlihan Lokey. The initial draft of the Reclassification Agreement was provided to Mr. Hendrick on March 28, 2024.

Over the next several weeks, management, with the advice of Baker Donelson and Houlihan Lokey prepared and negotiated the Reclassification Agreement with Mr. Hendrick on behalf of Mr. Edenfield.

On April 9, 2024, the Board met to further consider the proposed Reclassification. At the invitation of the Board, representatives of the Company’s legal and financial advisors also attended the meeting. Representatives of Baker Donelson reviewed with the Board their fiduciary duties in the context of the proposed transaction. Baker Donelson then summarized the material terms of the proposed final form of Reclassification Agreement, including, among other things, the terms described below. At the request of the Board, Houlihan Lokey then reviewed and discussed its financial analyses. Thereafter, at the request of the Board, Houlihan Lokey orally rendered its opinion to the Board (which was subsequently confirmed in writing by delivery of Houlihan Lokey’s written opinion addressed to the Board dated April 10, 2024), as to whether the Exchange Ratio provided for in the Reclassification pursuant to the Reclassification Agreement was fair, from a financial point of view, to the Company. To ensure fairness and safeguard against any possible concerns about a potential conflict of interest with respect to the Reclassification, the Board decided to execute the Board’s vote on the Reclassification Agreement in two phases. The first phase consisted of the two independent, Class A shareholder nominated Board members, Dennis Hogue and Tommy Newberry. Mr. Hogue and Mr. Newberry both voted in favor of the Reclassification and the Reclassification Agreement. In the second phase, the full Board also voted in favor.

On April 10, 2024, Mr. Edenfield executed the Reclassification Agreement, which Mr. Dow countersigned. The Company announced the transaction on April 11, 2024.

The Reclassification Agreement and this summary are included solely to provide you with information regarding its terms. The representations, warranties and covenants made in the Reclassification Agreement by the Company and Mr. Edenfield were made solely for the purposes of the Reclassification Agreement and, in some cases, as of specific dates and were qualified and subject to important limitations agreed to in connection with the negotiation of the Reclassification Agreement. In particular, in your review of the representations and warranties contained in the Reclassification Agreement and described in this summary it is important to bear in mind that the representations and warranties were negotiated with the principal purposes of establishing the circumstances in which a party to the Reclassification Agreement may have the right to not effect the Reclassification and that the representations and warranties may be intended not as statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate. The representations and warranties may also be subject to a contractual standard of materiality different from those generally applicable to shareholders and reports and documents filed with the SEC. Moreover, information concerning the subject matter of the representations and warranties, which do not purport to be accurate as of the date of this Proxy Statement, may have changed since the date of the Reclassification Agreement. Accordingly, the representations and warranties and other provisions of the Reclassification Agreement should not be read alone, but instead should be read together with the information

provided elsewhere in this Proxy Statement, the documents incorporated by reference into this Proxy Statement, and reports, statements and filings that the Company and Mr. Edenfield file with the SEC from time to time. For more information, see the section of this Proxy Statement entitled “Where You Can Find More Information.”

Pursuant to the Reclassification Agreement, following satisfaction or waiver of the conditions set forth therein, the Company will file the Reclassification Amendment with the Corporations Division of the Georgia Secretary of State (the “State”) and by virtue of the effectiveness of such filing, each share of Class B Shares issued and outstanding immediately prior to acceptance of the Reclassification Amendment by the State (the “Effective Time”) will be reclassified and exchanged into 1.2 validly issued, fully paid, and non-assessable shares of Class A Shares.

The representations and warranties made by the Company in the Reclassification Agreement relate to, among other topics, the following:

The representations and warranties made by Mr. Edenfield in the Reclassification Agreement relate to, among other topics, the following:

Pursuant to the Reclassification Agreement, the Company agreed to submit the Reclassification Proposals for the consideration and vote of shareholders at the Annual Meeting. In connection therewith, the Company agreed to prepare and file with the SEC this Proxy Statement and include the Board of Directors’ recommendation that the shareholders of the Company approve and adopt the Reclassification Proposals.

Until the closing of the Reclassification or the termination of the Reclassification Agreement, Mr. Edenfield agreed to a proxy committing that all Class A Shares and Class B Shares beneficially owned by Mr. Edenfield will be voted, at the Annual Meeting and at any special meeting of the shareholders called for the purposes of obtaining the requisite shareholder approval:

During the ten-month period following the closing of the Reclassification, Mr. Edenfield agreed to not, directly or indirectly, transfer any Class A Shares, enter into any swap or other similar arrangement or publicly announce the intention to the same (subject to limited exceptions).

The Company and Mr. Edenfield also agreed that the Company will indemnify Mr. Edenfield, together with his employees, agents and representatives from and against certain losses incurred in connection with, arising out of or resulting from claims related to the Reclassification Agreement or the Reclassification, other than any claims, demands, actions or proceedings brought by the Company or others, that are finally adjudicated by a court of competent jurisdiction, evidenced by a final, non-appealable judgment or order, that Mr. Edenfield breached the Reclassification Agreement or, in Mr. Edenfield’s capacity as a former director of the Company, has breached Mr. Edenfield’s fiduciary duties owed to the Company or shareholders of the Company.

Under the terms of the Reclassification Agreement, the Company and Mr. Edenfield’s obligation to complete the Reclassification is subject to customary conditions, including, among others:

Under the terms of the Reclassification Agreement, the Company’s obligation to complete the Reclassification is also subject to, among others, the following customary conditions:

Under the terms of the Reclassification Agreement, Mr. Edenfield’s obligation to complete the Reclassification is also subject to, among others, the following customary conditions:

The obligations of the Company and Mr. Edenfield under the Reclassification Agreement are subject to certain rights of termination. Subject to certain requirements and exceptions, the Company may terminate the Reclassification Agreement if there has been a breach by Mr. Edenfield of his representations, warranties, covenants or agreements contained in the Reclassification Agreement that would cause a failure of the relevant closing conditions and such breach has not been waived by the Company or, if capable of being cured, remains uncured within the specified cure period. Subject to certain requirements and exceptions, Mr. Edenfield may terminate the Reclassification Agreement if there has been a breach by the Company of its representations, warranties, covenants or agreements contained in the Reclassification Agreement that would cause a failure of the relevant closing conditions and such breach has not been waived by Mr. Edenfield or, if capable of being cured, remains uncured within the specified cure period. Additionally, subject to certain exceptions, there are mutual termination rights that include, but are not limited to, the right of either the Company or Mr. Edenfield to terminate the Reclassification Agreement:

The Reclassification Agreement may not be altered, amended or supplemented except by an agreement in writing signed by the Company and Mr. Edenfield. The Company may not agree to amend the Reclassification Agreement before the Effective Time unless and until such amendment is approved by the Board of Directors following recommendation of the independent directors of the Board.

At any time prior to the Effective Time, with certain exceptions, any party may (i) waive any inaccuracies in the representations and warranties of any other party contained in the Reclassification Agreement or in any document delivered pursuant to the Reclassification Agreement or (ii) waive compliance by any other party with any of the agreements or conditions contained in the Reclassification Agreement. The Company may not waive any right or condition to its obligations under the Reclassification Agreement before the Effective Time unless and until such waiver is approved by the Board of Directors following recommendation of the independent directors of the Board.

Reasons for the Reclassification

The Board evaluated and negotiated the terms of the Reclassification on behalf of the Company, including the terms and conditions of the Reclassification Agreement and the other related agreements, over the course of approximately two months of deliberations. On April 10, 2024, the Board of Directors unanimously (i) approved the Reclassification and the consummation of the Reclassification and the other transactions contemplated by the Reclassification Agreement, (ii) determined that the terms of the Reclassification Agreement and the Reclassification and the other transactions contemplated by the Reclassification Agreement were advisable, fair to, and in the best interests of, the Company and the Unaffiliated Common Shareholders, (iii) resolved to have the Company enter into the Reclassification Agreement; and (iv) resolved to submit the approval and adoption of the Reclassification to the Company’s shareholders at the Annual Meeting.

In reaching its determinations and recommendations with respect to the Reclassification, the Board of Directors consulted with its advisors in connection with the Reclassification, including Houlihan Lokey, the Board’s financial advisor, and Baker Donelson, and considered various material information and factors described below. Among the material information and factors considered by the Board were the following:

Elimination of Class B Shareholder’s Control Right.

If the Reclassification is consummated, following the conversion of the Class B Shares, Mr. Edenfield would no longer have the ability to elect seventy-five percent (75%) of the directors sitting on the Board, which should, therefore, make the Class A Shares a more attractive investment.

Alignment of Economic Interests and Voting Rights.

If the Reclassification is consummated, following the conversion of the shares of Class B Shares, the Company will simplify the Company’s equity structure and will align the voting power and economic ownership interests for all holders of Class A Shares. As a result, the Reclassification, if consummated, will also: (i) create a unified voting structure where all of the holders of Class A Shares entitled to vote on matters submitted for a shareholder vote will have an equal say in the Company’s pro forma governance through the principle of a “one share, one vote” single voting class capital structure; (ii) align the Company’s shareholder voting structure with the vast majority of other public corporations; and (iii) make the Company’s shareholder voting structure consistent with the stated policies of important institutional shareholders, shareholder advocacy groups and proxy advisors.

If the Reclassification is consummated, following the conversion of the shares of Class B Shares, the Unaffiliated Common Shareholders will transition from being shareholders in a controlled company to shareholders in a non-controlled company, which provides each common shareholder with an equal right to participate in the value and opportunities of the Company following such conversion.

Potential to Diversify and Expand Investor Base.

If the Reclassification is consummated, following the conversion of the shares of Class B Shares, the Company’s dual class capital structure will be eliminated, which may allow the Company’s Class A Shares to be held

by certain institutional investors and funds whose investment policies do not permit them to invest in companies that have “control-vote” / “non-control-vote” capital structures and by other potential investors that prefer single voting class capital structures. Therefore, the Reclassification may diversify and expand the Company’s shareholder base.

Some investors or potential investors may not understand the differences between our Class A Shares and our Class B Shares. Eliminating our dual class structure would eliminate this potential confusion.

Historically, the Company has received negative feedback from proxy advisory firms for its continued use of a dual class of equity. In 2023, Institutional Shareholder Services recommended a “no” vote on the reelection of director Dennis Hogue, in part, based on the Company’s continued use of a dual class of equity. Also, from time to time over the last several years, several Company shareholders have provided their views that it would be in the Company’s best interests to eliminate the dual class structure. The terms of Reclassification address this feedback.

In light of the fact that Mr. Edenfield recently retired from the Company as its Executive Chairman and director and, despite his retirement, retained the ability to elect seventy-five percent (75%) of the directors sitting on the Board, the Board recognized at the outset of the negotiations regarding a proposed reclassification that the potential conflict of interest raised by the Company’s prior and current relationship with Mr. Edenfield warranted efforts to ensure that the Reclassification would only be approved if the Reclassification Proposals received the approval by a majority of the Unaffiliated Common Shareholders. Therefore, the Reclassification will not be adopted unless each of the Reclassification Proposals is approved by the affirmative vote of a majority of the issued and outstanding Class A Shares held by the Unaffiliated Common Shareholders, voting as a separate voting class. As a result, the Unaffiliated Common Shareholders will be entitled to determine whether the Reclassification Proposals will be adopted by the Company’s shareholders, without any influence or support of Mr. Edenfield’s voting power.

Mr. Edenfield has agreed that he will vote all of his shares of Company capital stock in favor of approving the Reclassification Proposals and against any other action, agreement or transaction involving the Company or any of its subsidiaries that is intended, or would reasonably be expected, to prevent or materially impair or materially delay the consummation of the Reclassification.

The Board considered the oral opinion of Houlihan Lokey rendered to the Board on April 9, 2024, which was subsequently confirmed by delivery of a written opinion, dated April 10, 2024, to the effect that, subject to the assumptions, limitations, qualifications and other matters considered in connection with the preparation of such opinion, as of the date of such opinion, the Exchange Ratio was fair, from a financial point of view, to the Company, and also considered the related financial analyses prepared by Houlihan Lokey in connection with the delivery of its opinion to the Board. See the section entitled “Opinion of Houlihan Lokey” for further information on the Houlihan Lokey opinion and the related analyses.

The Board considered that the Reclassification, if consummated, would have minimal impact on the balance sheet of the Company (other than transaction costs) because the Reclassification Consideration would not be paid in cash but rather would be paid in the form of additional Class A Shares. As a result, the Reclassification, if consummated, would not be expected to materially impact the Company’s long-term operations or financial condition.

The Board considered that, as consideration for the Reclassification, upon conversion of the Class B Shares, Mr. Edenfield will be entitled to receive 364,317 Class A Shares more than the number of common shares into which the shares of Class B Shares are currently convertible and that such shares would be dilutive to the Company’s other shareholders. These additional shares represented a 20% premium to the number of Class A Shares into which the Class B Shares were convertible as of the date of the Reclassification Agreement.

Pursuant to the Reclassification Agreement, the Company has agreed to indemnify Mr. Edenfield for litigation and other expenses arising out of or resulting from certain claims involving the Reclassification Agreement or the consummation of the Reclassification.

The Company has incurred and will continue to incur substantial non-recurring costs and expenses in connection with the negotiation and completion of the Reclassification. These costs and expenses include, among other things, the costs and expenses of preparing the relevant provisions of this Proxy Statement and professional fees incurred by the Company relating to the Reclassification.

Diversion of Management.

The Board considered the possible diversion of management’s time and attention from the Company’s ongoing business due to the time and effort necessary in connection with the Reclassification, including soliciting shareholder approval and responding to shareholder feedback on the Reclassification Agreement.

Implications of Failure to Consummate the Reclassification.

There is a risk that the Reclassification might not be completed in a timely manner or at all. In that event, the trading price of the Class A Shares may decline.

Impact of Announcement.

The uncertainty about the effect of the Reclassification, regardless of whether it is completed, on the Company’s employees, management and other parties could impair the Company’s ability to operate in the ordinary course of business and could cause changes in existing business relationships. The Board was also aware of the potential for litigation arising in connection with any transaction such as the Reclassification.

In reaching its determinations and recommendations with respect to the Reclassification, the Board concluded that the positive factors regarding the Reclassification outweighed the potential adverse consequences, risks and negative factors, as described above.

The discussion of the information and factors that the Board considered noted above in making its determination and recommendation regarding the Reclassification is not intended to be exhaustive but includes the material factors considered. In view of the wide variety of factors considered and the complexity of these matters, the Board did not find it useful to, and did not attempt to, quantify, rank or otherwise assign relative weight to these factors. In addition, the individual members of the Board may have assigned different weight to different factors. The Board considered this information as a whole and overall considered the information and factors to be favorable to, and in support of, its determinations and recommendations.

Board of Directors’ Recommendation

On April 10, 2024, the Board, based upon the unanimous recommendation of the independent directors, unanimously (i) approved the Reclassification Agreement and the consummation of the Reclassification and the other transactions contemplated by this Agreement, (ii) determined that the terms of the Reclassification Agreement, the Reclassification and the other transactions contemplated by the Reclassification Agreement are advisable, fair to,

and in the best interests of, the Company and the Unaffiliated Common Shareholders, (iii) resolved to have the Company to enter into the Reclassification Agreement, (iv) resolved to submit the approval and the adoption of the Reclassification to the shareholders of the Company at the Annual Meeting and (v) resolved to recommend that the shareholders of the Company approve and adopt the Reclassification at the Annual Meeting. The Board of Directors recommends that you vote “FOR” the Reclassification Proposal.

On April 9, 2024, Houlihan Lokey orally rendered its opinion to the Board (which was subsequently confirmed in writing by delivery of Houlihan Lokey’s written opinion addressed to the Board dated April 10, 2024), as to whether, as of such date, the Exchange Ratio provided for in the Reclassification pursuant to the Agreement was fair, from a financial point of view, to the Company.

In connection with its opinion, Houlihan Lokey made such reviews, analyses and inquiries as Houlihan Lokey deemed necessary and appropriate under the circumstances. Among other things, Houlihan Lokey:

Houlihan Lokey relied upon and assumed, without independent verification, the accuracy and completeness of all data, material and other information furnished, or otherwise made available, to it, discussed with or reviewed by it, or publicly available, and did not assume any responsibility with respect to such data, material and other information. Houlihan Lokey relied upon and assumed, without independent verification, that there had been no change in the business, assets, liabilities, financial condition, results of operations, cash flows or prospects of the

Company since the respective dates of the most recent financial statements and other information, financial or otherwise, provided to it that would be material to its analyses or opinion, and that there was no information or any facts that would make any of the information reviewed by it incomplete or misleading.

Houlihan Lokey relied upon and assumed, without independent verification, that (a) the representations and warranties of all parties to the Reclassification Agreement and all other related documents and instruments referred to therein were true and correct, (b) each party to the Reclassification Agreement and such other related documents and instruments would fully and timely perform all of the covenants and agreements required to be performed by such party, (c) all conditions to the consummation of the Reclassification would be satisfied without waiver thereof, and (d) the Reclassification would be consummated in a timely manner in accordance with the terms described in the Reclassification Agreement and such other related documents and instruments, without any amendments or modifications thereto. Houlihan Lokey also assumed, with the Company’s consent, that the Reclassification would qualify as a “reorganization” under Section 368(a) of the Internal Revenue Code of 1986, as amended. Houlihan Lokey relied upon and assumed, without independent verification, that (i) the Reclassification would be consummated in a manner that complies in all respects with all applicable federal, state and local statutes, rules and regulations, and (ii) all governmental, regulatory, and other consents and approvals necessary for the consummation of the Reclassification would be obtained and that no delay, limitations, restrictions or conditions would be imposed or amendments, modifications or waivers made that would have an effect on the Reclassification or the Company or any expected benefits of the Reclassification that would be material to its analyses or opinion. At the Company’s direction, Houlihan Lokey relied upon and assumed, for purposes of its analysis and its opinion, that the Reclassification would constitute a change in control of the Company. In addition, Houlihan Lokey relied upon and assumed, without independent verification, that the final forms of any draft documents identified above would not differ in any respect from the drafts of said documents.

Furthermore, in connection with its opinion, Houlihan Lokey was not requested to, and did not, make any physical inspection or independent appraisal or evaluation of any of the assets, properties or liabilities (fixed, contingent, derivative, off-balance-sheet or otherwise) of the Company or any other party, nor was Houlihan Lokey provided with any such appraisal or evaluation. Houlihan Lokey did not estimate, and expressed no opinion regarding, the liquidation value of any entity or business. Houlihan Lokey did not undertake any independent analysis of any potential or actual litigation, regulatory action, possible unasserted claims or other contingent liabilities, to which the Company was or may have been a party or was or may have been subject, or of any governmental investigation of any possible unasserted claims or other contingent liabilities to which the Company was or may have been a party or was or may have been subject. In reaching its conclusion in its opinion, with the Company’s consent, Houlihan Lokey did not perform any intrinsic valuation analyses of the Company or any assets or securities thereof.

Houlihan Lokey was not requested to, and did not, (a) initiate or participate in any discussions or negotiations with, or solicit any indications of interest from, third parties with respect to the Reclassification, the securities, assets, businesses or operations of the Company or any other party, or any alternatives to the Reclassification, (b) negotiate the terms of the Reclassification, or (c) advise the Board, the Company or any other party with respect to alternatives to the Reclassification. Houlihan Lokey’s opinion was necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to it as of, the date of its opinion. Houlihan Lokey did not undertake, and is under no obligation, to update, revise, reaffirm or withdraw its opinion, or otherwise comment on or consider events occurring or coming to its attention after the date of its opinion. Houlihan Lokey did not express any view or opinion as to what the value of Class A Shares actually would be when issued pursuant to the Reclassification or the price or range of prices at which Class A Shares or Class B Shares could be purchased or sold, or otherwise be transferable, at any time.

Houlihan Lokey’s opinion was furnished for the use of the Board (in its capacity as such) in connection with its evaluation of the Reclassification and may not be used for any other purpose without Houlihan Lokey’s prior written consent. Houlihan Lokey’s opinion was not intended to be, and did not constitute, a recommendation to the Board, the Company, any security holder or any other party as to how to act or vote with respect to any matter relating to the Reclassification or otherwise.

Houlihan Lokey was not requested to opine as to, and its opinion did not express an opinion as to or otherwise address, among other things: (i) the underlying business decision of the Board, the Company, its security holders or any other party to proceed with or effect the Reclassification, (ii) the terms of any arrangements, understandings, agreements or documents related to, or the form, structure or any other portion or aspect of, the Reclassification or otherwise (other than the Exchange Ratio to the extent expressly specified in its opinion), including without limitation, the terms of the New Amended and Restated Articles, (iii) the fairness of any portion or

aspect of the Reclassification to the holders of any class of securities, creditors or other constituencies of the Company, or to any other party, except if and only to the extent expressly set forth in the last sentence of its opinion, (iv) the relative merits of the Reclassification as compared to any alternative business strategies or transactions that might have been available for the Company or any other party, (v) the fairness of any portion or aspect of the Reclassification to any one class or group of the Company’s or any other party’s security holders or other constituents vis-à-vis any other class or group of the Company’s or such other party’s security holders or other constituents (including, without limitation, the allocation of any consideration amongst or within such classes or groups of security holders or other constituents), (vi) whether or not the Company, its security holders or any other party is receiving or paying reasonably equivalent value in the Reclassification, (vii) the solvency, creditworthiness or fair value of the Company, or any other participant in the Reclassification, or any of their respective assets, under any applicable laws relating to bankruptcy, insolvency, fraudulent conveyance or similar matters, (viii) the fairness, financial or otherwise, of the amount, nature or any other aspect of any compensation to or consideration payable to or received by any officers, directors or employees of any party to the Reclassification, any class of such persons or any other party, relative to the Exchange Ratio or otherwise, or (ix) the financial or other implications and effects of the Reclassification on the Company, the holders of any class of securities, creditors or other constituencies of the Company, or on any other party (including, without limitation, the potential dilutive or other effects of the Reclassification). Furthermore, Houlihan Lokey did not express any opinion, counsel or interpretation regarding matters that require legal, regulatory, accounting, insurance, tax or other similar professional advice. Houlihan Lokey assumed that such opinions, counsel or interpretations had been or would be obtained from the appropriate professional sources. Furthermore, Houlihan Lokey relied, with the consent of the Board, on the assessments by the Board, the Company and their respective advisors, as to all legal, regulatory, accounting, insurance, tax and other similar matters with respect to the Company and the Reclassification or otherwise.

In performing its analyses, Houlihan Lokey considered general business, economic, industry and market conditions, financial and otherwise, and other matters as they existed on, and could be evaluated as of, the date of its opinion. No company or transaction used in Houlihan Lokey’s analyses for comparative purposes is identical to the Company or the proposed Reclassification, and an evaluation of the results of those analyses is not entirely mathematical. As a consequence, mathematical derivations (such as the high, low, mean and median) of financial data are not by themselves meaningful and were considered in conjunction with experience and the exercise of judgment. In addition, any analyses or observations relating to the value of assets, businesses or securities do not purport to be appraisals or to reflect the prices at which businesses or securities actually may be sold, which may depend on a variety of factors, many of which are beyond the control of the Company. Much of the information used in, and accordingly the results of, Houlihan Lokey’s analyses are inherently subject to substantial uncertainty.

Houlihan Lokey’s opinion was only one of many factors considered by the Board in evaluating the proposed Reclassification. Neither Houlihan Lokey’s opinion nor its analyses were determinative of the Exchange Ratio or of the views of the Board or management with respect to the Reclassification or the Exchange Ratio. Under the terms of its engagement by the Board, neither Houlihan Lokey’s opinion nor any other advice or services rendered by it in connection with the proposed Reclassification or otherwise, should be construed as creating, and Houlihan Lokey should not be deemed to have, any fiduciary duty to, or agency relationships with, the Board, the Company, any security holder or creditor of the Company or any other person, regardless of any prior or ongoing advice or relationships. The type and amount of consideration payable in the Reclassification were determined through negotiation between the Board and the Shareholder, and the decision to enter into the Reclassification Agreement was solely that of the Board.

In preparing its opinion to the Board, Houlihan Lokey performed a variety of analyses, including those described below. The summary of Houlihan Lokey’s analyses is not a complete description of the analyses underlying Houlihan Lokey’s opinion. The preparation of such an opinion is a complex process involving various quantitative and qualitative judgments and determinations with respect to the financial, comparative and other analytical methods employed and the adaptation and application of these methods to the unique facts and circumstances presented. As a consequence, neither Houlihan Lokey’s opinion nor its underlying analyses is readily susceptible to summary description. Houlihan Lokey arrived at its opinion based on the results of all analyses undertaken by it and assessed as a whole and did not draw, in isolation, conclusions from or with regard to any individual analysis, methodology or factor. While the results of each analysis were taken into account in reaching Houlihan Lokey’s overall conclusion with respect to fairness, Houlihan Lokey did not make separate or quantifiable judgments regarding individual analyses.

Accordingly, Houlihan Lokey believes that its analyses and the following summary must be considered as a whole and that selecting portions of its analyses, methodologies and factors, without considering all analyses, methodologies and factors, could create a misleading or incomplete view of the processes underlying Houlihan Lokey’s analyses and opinion.

The following is a summary of the material financial analyses performed by Houlihan Lokey in connection with the preparation of its opinion and reviewed with the Board on April 10, 2024. The order of the analyses does not represent relative importance or weight given to those analyses by Houlihan Lokey. The analyses summarized below include information presented in tabular format. The tables alone do not constitute a complete description of the analyses. Considering the data in the tables below without considering the full narrative description of the analyses, as well as the methodologies underlying, and the assumptions, qualifications and limitations affecting, each analysis, could create a misleading or incomplete view of Houlihan Lokey’s analyses.

Houlihan Lokey also observed the following metrics for the Company implied by the Reclassification: 1.1% Implied Aggregate Premium as % of Market Cap, 1.2% Implied Aggregate Premium as % of Low Vote Market Cap and 20% Implied Per Share Consideration Relative to Low Vote Share Price.

Houlihan Lokey was engaged by the Company to assist in the evaluation of the financial terms of a Reclassification and to provide an opinion to the Board as to whether the Exchange Ratio provided for in the Reclassification pursuant to the Reclassification Agreement was fair, from a financial point of view, to the Company. The Company engaged Houlihan Lokey based on Houlihan Lokey’s experience and reputation. Houlihan Lokey is regularly engaged to advise boards and special committees in connection with mergers, acquisitions, financings and recapitalization transactions. Pursuant to its engagement by the Board, Houlihan Lokey is entitled to an aggregate fee of up to $500,000 for its services to the Company, $100,000 of which became payable upon Houlihan Lokey’s engagement by the Company, $250,000 of which became payable upon Houlihan Lokey’s rendering of its opinion, and the remainder of which is payable as determined by the Company in its sole discretion upon the consummation of the Reclassification. The Company has also agreed to reimburse Houlihan Lokey for certain expenses and to indemnify Houlihan Lokey, its affiliates and certain related parties against certain liabilities and expenses, including certain liabilities under the federal securities laws, arising out of or related to Houlihan Lokey’s engagement.

In the ordinary course of business, certain of Houlihan Lokey’s employees and affiliates, as well as investment funds in which they may have financial interests or with which they may co-invest, may acquire, hold or sell, long or short positions, or trade, in debt, equity, and other securities and financial instruments (including loans and other obligations) of, or investments in, the Company or any other party that may be involved in the Reclassification and their respective affiliates or security holders or any currency or commodity that may be involved in the Reclassification.

Houlihan Lokey and certain of its affiliates may provide investment banking, financial advisory and/or other financial or consulting services to the Company, Mr. Edenfield, other participants in the Reclassification or certain of their respective affiliates or security holders in the future, for which Houlihan Lokey and its affiliates may receive compensation. Furthermore, in connection with bankruptcies, restructurings, distressed situations and similar matters, Houlihan Lokey and certain of its affiliates may have in the past acted, may currently be acting and may in the future act as financial advisor to debtors, creditors, equity holders, trustees, agents and other interested parties (including, without limitation, formal and informal committees or groups of creditors) that may have included or represented and may include or represent, directly or indirectly, or may be or have been adverse to, the Company, Mr. Edenfield, other participants in the Reclassification or certain of their respective affiliates or security holders, for which advice and services Houlihan Lokey and its affiliates have received and may receive compensation.

We are not aware of any material regulatory requirements that must be complied with or regulatory approvals that must be obtained prior to completion of the Reclassification, other than compliance with applicable federal and state securities laws and the filing of the Reclassification Amendment with the State.

Required Vote

To be approved and adopted, the Reclassification Proposal requires the affirmative vote of the holders of (a) a majority of the issued and outstanding Class A Shares and Class B Shares held by all holders of Class A Shares and Class B Shares, voting as a single voting class, and (b) a majority of the issued and outstanding Class A Shares held by the Unaffiliated Common Shareholders, voting as a separate voting class.

Additionally, the approval of the Reclassification Proposal is conditioned on the approval of the Reclassification Amendment Proposal. Thus, the Reclassification cannot be completed unless the Reclassification Amendment Proposal is approved and adopted by the affirmative vote of the holders of (a) a majority of the issued and outstanding Class A Shares and Class B Shares held by all holders of Class A Shares and Class B Shares, voting as a single voting class, and (b) a majority of the issued and outstanding shares of Class A Shares held by the Unaffiliated Common Shareholders, voting as a separate voting class.

Each outstanding Class A Share is entitled to a one-tenth vote per share and each outstanding Class B Share is entitled to one vote per share on this Proposal 5. Abstentions and broker non-votes will have the effect of a vote against Proposal 5.

If this proposal does not receive the requisite approvals by the shareholders at the Annual Meeting, the Reclassification Amendment will not be implemented, the Reclassification Agreement may be terminated as described above, and the Reclassification will not be effectuated.

Legal Effectiveness of the Reclassification Amendment

The filing by the Company of the Reclassification Amendment shall be subject to the Reclassification Proposals being approved by shareholders at this Annual Meeting.

If either the Reclassification Proposal or the Reclassification Amendment Proposal is not approved at this Annual Meeting, the Company will not file the Reclassification Amendment with the State and the Reclassification will not be effectuated.

In addition, if either of the Reclassification Proposal or the Reclassification Amendment Proposal is not approved at the Annual Meeting, each of the Company and Mr. Edenfield will have the right to terminate the Reclassification Agreement, subject to certain conditions, in which case the Company will not be required to file the Reclassification Proposal or the Reclassification Amendment Proposal with the State irrespective of whether one such amendment has been approved. For additional information regarding the Reclassification Amendment Proposal, see Proposal 6 on page 57.

If shareholders approve Reclassification Proposal by (a) a majority of the issued and outstanding Class A Shares and Class B Shares held by all holders of Class A Shares and Class B Shares, voting as a single voting class, and (b) a majority of the issued and outstanding Class A Shares held by the Unaffiliated Common Shareholders, voting as a separate voting class, and additionally approve the Reclassification Amendment Proposal, we will file the Reclassification Amendment with the State. The Reclassification Amendment will become effective upon its filing. Mr. Edenfield is expected to vote to approve the Reclassification Proposals at the Annual Meeting.