BioLargo (BLGO) Proxy filing summary

Executive summary

• Annual meeting set for Dec. 1, 2026; record date Oct. 15, 2026, with 334,661,950 common shares outstanding and one vote per share.

• Three proposals: elect seven directors, approve named executive officer compensation on an advisory basis, and ratify Hacker Johnson & Smith PA for FY2026; the Board recommends FOR each.

Voting matters and shareholder proposals

• Director nominees are Dennis P. Calvert, Kenneth R. Code, Dennis E. Marshall, Joseph L. Provenzano, Jack B. Strommen, Linda Park, and Christina Bray; top vote-getters are elected if a quorum is present.

• Say-on-pay is nonbinding; the Compensation Committee will consider results when assessing compensation for the remainder of 2026 and future years.

• Ratification of Hacker Johnson & Smith PA requires a majority of shares present and entitled to vote; abstentions count against, while broker non-votes have no effect.

• 2027 meeting proposals intended for inclusion in the proxy statement must be received by March 31, 2027.

Board of directors and corporate governance

• Seven-member Board includes four independent directors: Dennis E. Marshall, Jack B. Strommen, Linda Park, and Christina Bray; Dennis P. Calvert is both CEO and Board chair, with no lead independent director.

• Board held five meetings in FY2025; Audit Committee met four times, Compensation Committee acted by consent four times, and the Nominating and Corporate Governance Committee did not meet.

• Audit, Compensation, and Nominating and Corporate Governance committees are established; Dennis E. Marshall is the Audit Committee financial expert.

• Stockholders can submit correspondence to the Board and communicate with non-management directors as a group; accounting, internal-control, and audit concerns can be reported confidentially to the Audit Committee.