Capstone Holding (CAPS) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on June 18, 2026, with voting on key proposals including director elections, auditor ratification, a reverse stock split, and amendments to the stock incentive plan.

• Stockholders of record as of April 22, 2026, are entitled to vote, with a total of 16,888,500 votes outstanding across common and preferred shares.

• The board recommends voting in favor of all proposals, including director elections, auditor ratification, reverse stock split, stock plan amendment, and potential adjournment to solicit more proxies.

Voting matters and shareholder proposals

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

• Ratification of GBQ Partners LLC as independent auditor for fiscal 2026.

• Approval of a reverse stock split at a ratio between 1-for-5 and 1-for-50, to be determined by the board within 12 months.

• Amendment to the 2025 Stock Incentive Plan to increase the equity pool from 21.5% to 35% of outstanding shares.

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

• Stockholder proposals for the 2027 meeting must be submitted by January 5, 2027.

Board of directors and corporate governance

• The board consists of seven directors divided into three classes, with a mix of experienced executives and independent directors.

• Audit, compensation, and nominating/governance committees are composed entirely of independent directors as per Nasdaq and SEC rules.

• The board has adopted a Code of Business Conduct and Ethics and an Insider Trading Policy.

• Annual director compensation includes a $20,000 cash retainer paid quarterly.