Here are the DEF 14A proxy statements from Upexi, Inc. (UPXI) in our archive over the last 12 months, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A DEF 14A covers the proxy statement, with executive pay and the shareholder votes, so if you follow UPXI and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full UPXI filings page.
Upexi, Inc. is asking shareholders at a November 24, 2026 special meeting to approve, for Nasdaq Listing Rule 5635(a) purposes, the issuance and potential issuance of shares under its July 2025 and January 2026 secured convertible notes, and to authorize a possible reverse stock split. The July Notes had original principal of $151,169,169 and a $4.25 conversion price; Upexi estimates that up to 35,293,205 additional shares may be issuable based on balances and note terms as of September 25, 2026. The January Note balance was $16,419,340 after principal was retired in June 2026; Upexi states approximately 6.87 million shares would be issuable at the $2.39 conversion price, before subsequent changes, adjustments, fractional-share treatment or other note terms.
The proposed reverse split would be in a ratio from 1:2 to 1:4, at the board’s discretion, and may be effected before November 24, 2027; the board may abandon it before effectiveness. Approval of either note proposal would not itself cause a conversion. The adjournment proposal would permit postponement for further proxy solicitation if votes or a quorum are insufficient.
Upexi, Inc. is calling a 2026 Annual Meeting on June 15, 2026, asking shareholders to elect five directors for one-year terms and ratify GBQ Partners LLC as independent registered public accounting firm for the year ending June 30, 2026.
Holders of 66,916,294 shares of Common Stock (one vote per share) and 150,000 shares of Preferred Stock (ten votes per share) as of April 20, 2026 may vote, with a 33⅓% quorum requirement. The proxy details board independence, committee structure, a code of ethics, an insider trading policy and a clawback policy adopted in 2023.
The statement also outlines executive pay and contracts, including 2025 total compensation of $2.50 million for CEO Allan Marshall and $0.84 million for CFO Andrew Norstrud, along with equity awards and substantial outstanding restricted stock units for senior leaders and directors.