PSQ (NYSE:PSQH) stockholders approved all proposals presented at the company’s 2026 annual meeting, including the election of three directors, authorization for a potential reverse stock split and an amendment to the company’s stock incentive plan.
Chief Executive Officer Dusty Wunderlich presided over the meeting, with Chief Legal Officer, General Counsel and Secretary Kim Judice, Chief Financial Officer and Treasurer Michael Pena, and Senior Vice President of Corporate Affairs William Kent also in attendance. The company said a quorum was present, based on shares represented in person or by proxy.
Stockholders Approve Board Nominees and Auditor
Stockholders elected James Celli, Davis Pilot III and Donald J. Trump Jr. to the board of directors, with terms running until the company’s 2029 annual meeting. The company said no other nominations were received in a timely manner under its bylaws.
Shareholders also ratified the audit committee’s selection of UHY LLP as PSQ Holdings’ independent public accounting firm for the fiscal year ending Dec. 31, 2026.
Reverse Split Authorization Approved
Investors approved an amendment to the company’s restated certificate of incorporation that would allow the board to carry out a reverse stock split of PSQ Holdings’ outstanding Class A common stock. The approved ratio ranges from any whole number between 1-for-5 and 1-for-15, subject to the board’s determination.
The company did not announce a specific split ratio or timing during the meeting. It said final voting results would be filed with the U.S. Securities and Exchange Commission on Form 8-K within four business days.
Incentive Plan Expanded
Stockholders also approved the amended and restated 2023 stock incentive plan. According to the meeting transcript, the changes increase the number of shares available under the plan by 1 million shares, add provisions for performance-based awards and include other clarifying updates described in the company’s proxy statement.
The board of directors had recommended that shareholders vote in favor of each proposal.
Company Discusses Brand Segment Divestiture
During a brief stockholder question-and-answer session after the formal meeting, Kent read a question about the status of the planned divestiture of the company’s brand segment, including EveryLife, and how PSQ Holdings would manage cash burn if the transaction did not occur.
Wunderlich said the company expects to provide a “material update” on the divestiture of the brands division at its second-quarter earnings release. He said management remains “happy with the progress” of the process and described the potential transaction as “strong non-dilutive capital” that could support the company’s operations and growth as it focuses on its fintech strategy.
Addressing the possibility that the divestiture does not happen, Wunderlich said the company views that outcome as possible but a “remote chance.” He said PSQ Holdings has continued to rightsize the business and use artificial intelligence to reduce operating cash burn while increasing revenue growth.
Wunderlich also said the company expects its third and fourth quarters to be its strongest performing quarters based on past business performance. He noted that PSQ Holdings has access to capital markets, including an at-the-market offering facility, if needed. However, he said no specific capital raises are planned beyond potential regular-course use of the ATM.
AI, Staffing and Credit Performance Addressed
In response to a shareholder question about revenue per employee, Kent said the question referenced a nearly 300% increase tied to AI integration and a roughly 41% reduction in headcount. The shareholder asked when the company’s current 47-person team would reach capacity and when hiring might resume.
Wunderlich said the answer remains difficult to predict because AI capabilities are changing rapidly. He said the company has an internal long-term aspiration of reaching $2 million in revenue per employee, while calling $1 million per employee “extremely realistic” based on how the company is currently operating.
“We don’t see any near-term need to make any hires,” Wunderlich said, adding that management believes its current AI-enabled team can continue to drive top-line growth without additional incremental hiring.
Wunderlich also addressed questions about credit gross merchandise volume, first-payment default rates and AI underwriting. He said the company continues to see consistent credit performance in first-payment defaults and charge-offs, and said its AI models are “outperforming the markets.”
He said PSQ Holdings has not seen a major cyclical change in its portfolio over the past two to three years, despite fluctuations in the credit and macroeconomic environment. Wunderlich said the company does not expect a material change in the next two quarters and is “bullish” on the credit environment over the next several months and quarters, citing what he described as a redistribution of credit scores after a period of high liquidity.
About PSQ (NYSE:PSQH)
PSQ Holdings, Inc, together with its subsidiaries, operates an online marketplace through advertising and eCommerce in the United States. It operates through two segments, Marketplace and Brands segments. The PSQ platform is accessible through its mobile application and website. The company also sells diapers and wipes to mothers online under the EveryLife brand name. PSQ Holdings, Inc is headquartered in West Palm Beach, Florida.
