Capstone Holding (CAPS) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for November 18, 2025, to address key governance, compensation, and structural proposals.

• Shareholders will vote on director elections, auditor ratification, state re-domicile, stock incentive plan, executive compensation, payment arrangements, and other business.

• Record date for voting is September 24, 2025, with 7,291,268 votes outstanding across common and Series B Preferred Stock.

• Proxy materials are available online, and shareholders are encouraged to vote electronically or by mail.

Voting matters and shareholder proposals

• Election of two Class I directors for a one-year term.

• Ratification of GBQ Partners LLC as independent auditor for 2025.

• Approval of re-domicile from Delaware to Nevada, with changes to governing documents and potential tax benefits.

• Adoption of the 2025 Stock Incentive Plan, reserving up to 21.5% of outstanding shares for equity awards.

• Advisory vote on executive compensation (say-on-pay) and on a three-year frequency for future say-on-pay votes.

• Approval of possible future payments to Nectarine Management LLC for transaction consents.

• Authorization to adjourn the meeting if more time is needed to solicit proxies.

Board of directors and corporate governance

• Board consists of six directors divided into three classes; four are independent under Nasdaq rules.

• Committees include Audit, Compensation, and Nominating & Corporate Governance, all with independent members.

• Director compensation plan includes a $20,000 annual cash retainer post-public offering.

• Code of Business Conduct and Ethics and Insider Trading Policy are in place.