Capstone Holding (CAPS) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for November 18, 2025, with eight key proposals for shareholder vote, including director elections, auditor ratification, re-domicile, stock incentive plan, executive compensation, and related party transactions.

• Shareholders of record as of September 24, 2025, are eligible to vote, with a total of 7,291,268 votes outstanding across common and Series B Preferred Stock.

• Voting can be conducted online, by phone, mail, or in person, with detailed instructions provided to all shareholders.

Voting matters and shareholder proposals

• Proposals include electing two Class I directors, ratifying GBQ Partners LLC as auditor, approving re-domicile to Nevada, adopting a 2025 Stock Incentive Plan, advisory votes on executive compensation and its frequency, approval of payments to Nectarine Management LLC, and authorization to adjourn the meeting if needed.

• The board recommends voting “FOR” all proposals and a three-year frequency for say-on-pay votes.

• Shareholders may submit proposals for the 2026 meeting by September 19, 2026, subject to SEC rules.

Board of directors and corporate governance

• The board consists of six directors divided into three classes, with two Class I directors up for election for a one-year term.

• Four directors are deemed independent under Nasdaq rules; committees include audit, compensation, and nominating/governance, all composed of independent directors.

• The board has adopted a Code of Business Conduct and Ethics and maintains an insider trading policy.