BranchOut Food (BOF) Proxy Filing summary

Executive summary

• The 2024 Annual Meeting will be held on October 14, 2024, to address director elections, key financing approvals, executive compensation, auditor ratification, and other business.

• Stockholders will vote on the election of six directors, approval of convertible note and warrant exercises, executive compensation, and auditor ratification.

• Board recommends voting in favor of all proposals, including annual say-on-pay votes and ratification of M&K CPAS, PLLC as auditors.

Voting matters and shareholder proposals

• Proposals include electing six directors, approving conversion of a $3.4M convertible note, and exercising warrants for up to 2,365,536 shares.

• Advisory votes on executive compensation and its frequency, with the Board recommending annual votes.

• Ratification of M&K CPAS, PLLC as independent auditors for 2024.

• Board unanimously recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of six members, with four deemed independent under Nasdaq rules.

• Committees include Audit, Compensation, and Nominating & Corporate Governance, each with independent members and written charters.

• Board leadership combines CEO and Chairman roles; structure may be reassessed in the future.

• Board acted by unanimous written consent 11 times in 2023; no formal policy on annual meeting attendance.

• Code of Business Conduct and Ethics applies to all directors, officers, and employees.