22nd Century Group (XXII) Proxy filing summary

Executive summary

• Focused on long-term growth by advancing reduced-nicotine VLN® cigarettes, the only FDA-authorized product of its kind, targeting a large market of smokers seeking to quit.

• Strategy includes expanding retail footprint in 2026, increasing marketing efforts, and scaling both domestically and internationally.

• Emphasizes commitment to shareholder value, responsible scaling, and engagement with stakeholders across the tobacco ecosystem.

Voting matters and shareholder proposals

• Election of one Class III director (Lucille S. Salhany) to serve until 2029.

• Advisory vote on executive compensation for fiscal year 2025.

• Ratification of WithumSmith + Brown PC as independent auditors for fiscal year 2026.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of four members, with three independent directors and one non-independent (CEO/Chairman).

• Board committees: Audit, Compensation, and Corporate Governance & Nominating, all comprised solely of independent directors.

• Annual board self-assessment, limits on outside board service, and regular review of governance guidelines.

• Lead Independent Director role in place when CEO and Chair roles are combined.