Capstone Holding (CAPS) Proxy Filing summary

Executive summary

• Annual meeting scheduled for November 18, 2025, to be held virtually for shareholder participation.

• Proxy materials, including the 2024 Annual Report, are available online for review and voting.

• Shareholders are encouraged to vote electronically or request paper copies of materials by November 3, 2025.

Voting matters and shareholder proposals

• Election of two Class I directors: Elwood D. Howse, Jr. and Fredric J. Feldman, Ph.D.

• Ratification of GBQ Partners LLC as independent auditor for fiscal year ending December 31, 2025.

• Approval of a change in state of incorporation from Delaware to Nevada via merger with a Nevada subsidiary.

• Approval of the 2025 Stock Incentive Plan.

• Advisory vote on executive compensation and frequency of future say-on-pay votes (Board recommends three years).

• Approval of possible future payments to Nectarine Management LLC.

• Authorization to transact other business as may properly come before the meeting.

Board of directors and corporate governance

• Board recommends voting FOR all proposals except Proposal 6, where it recommends a three-year frequency for say-on-pay votes.