BioLargo (BLGO) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for June 19, 2025, with voting on key proposals including director elections, executive compensation, auditor ratification, and a reverse stock split authorization.

• Shareholders of record as of April 23, 2025, are eligible to vote, with 301,775,373 shares outstanding.

• Proxy materials and annual reports are available online, and voting can be done via internet, mail, or in person.

Voting matters and shareholder proposals

• Election of seven directors: Dennis P. Calvert, Kenneth R. Code, Dennis E. Marshall, Joseph L. Provenzano, Jack B. Strommen, Linda Park, and Christina Bray.

• Advisory vote on executive compensation (say-on-pay).

• Ratification of Hacker Johnson & Smith PA as independent auditor for 2025.

• Authorization for the board to effect a reverse stock split at a ratio between 1-for-4 and 1-for-10, at their discretion, to facilitate a potential uplisting to a national exchange.

Board of directors and corporate governance

• Board consists of seven members, with four deemed independent under Nasdaq standards.

• Audit, Compensation, and Nominating/Governance Committees are established; all committee members are independent.

• Board met four times in 2024; committee meetings were held as required.

• Shareholder communications and complaint procedures are in place.