BranchOut Food (BOF) Proxy Filing summary

Executive summary

• The 2024 Annual Meeting will address director elections, major financing transactions, executive compensation, auditor ratification, and other business.

• Key proposals include approval of convertible note conversion, warrant exercises, and advisory votes on executive pay and its frequency.

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

Voting matters and shareholder proposals

• Six directors are nominated for re-election to serve until the next annual meeting.

• Proposals seek approval for conversion of a $3.4M convertible note and exercise of 1.5M Kaufman Warrants and 865,536 Investor Warrants.

• Advisory votes on executive compensation and its frequency (recommended annually) are included.

• Ratification of M&K CPAS, PLLC as independent auditor for 2024 is proposed.

Board of directors and corporate governance

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

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

• Board leadership combines CEO and Chairman roles; risk oversight is a key focus.

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

• Director nominees are evaluated on experience, integrity, and diversity of background.