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Urban-Gro (UGRO) investor relations material

Urban-Gro Proxy Filing summary

Complete event summary combining all related documents: earnings call transcript, report, and slide presentation.
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Proxy Filing summary22 Dec, 2025

Executive summary

  • The annual meeting is scheduled for January 16, 2026, to address key governance, compensation, capital structure, and compliance matters.

  • Shareholders will vote on eight proposals, including director elections, amendments to stock plans, auditor ratification, executive compensation, reverse stock split, share authorization increase, potential financing issuances, and adjournment if needed.

  • The Board recommends voting in favor of all proposals and emphasizes the importance of shareholder participation.

Voting matters and shareholder proposals

  • Election of five directors for one-year terms.

  • Amendment to the 2021 Omnibus Stock Incentive Plan to increase authorized shares and individual award limits.

  • Ratification of Sadler, Gibb & Associates, LLC as independent auditor for 2025.

  • Non-binding advisory vote on executive compensation (say-on-pay).

  • Amendment to effect a reverse stock split at a ratio between 1-for-2 and 1-for-25.

  • Amendment to increase authorized common stock to 200,000,000 shares.

  • Approval of potential non-public financing issuances up to $20 million.

  • Adjournment proposal to solicit additional proxies if necessary.

Board of directors and corporate governance

  • Board consists of five members, all standing for re-election; majority are independent.

  • Four standing committees: Audit, Compensation, Corporate Governance and Nominating, and (until Nov 2025) ESG.

  • Board held five meetings in 2024; all directors attended at least 75% of meetings.

  • Lead independent director role transitioned to James Lowe after August 2025.

  • No classified board; directors elected annually.

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Frequently asked questions

urban-gro, Inc. operates as an engineering design services company that integrates complex environmental equipment systems to create indoor cultivation facilities for the commercial horticulture market the United States, Canada, and Europe. It offers lighting, climate control, monitoring and control systems; water management products; supplemental CO2 generators; and evaporative cooling technologies. The company's services include facility design, technology integration and plant science consulting services; project management, project closeout and construction services; commissioning and staff augmentation services; and warranty support. The company was founded in 2014 and is based in Lafayette, Colorado.

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