cbdMD (YCBD) Proxy Filing summary

Executive summary

• Annual meeting scheduled for March 30, 2026, to be held virtually, with voting on key proposals including director elections, auditor ratification, reverse stock split, share issuances related to Series B and C Convertible Preferred Stock, an equity line of credit, and a new equity compensation plan.

• Shareholders of record as of February 2, 2026, are eligible to vote; only common shareholders have voting rights, while Series B and C shareholders receive notice but do not vote.

• Board recommends voting in favor of all proposals, emphasizing the importance of maintaining NYSE American listing and securing future capital flexibility.

Voting matters and shareholder proposals

• Proposals include election of seven directors, ratification of Cherry Bekaert LLP as auditor, approval of a reverse stock split (1:2 to 1:10), and approval of share issuances exceeding 20% of outstanding stock for Series B, Series C, and ELOC agreements.

• Approval sought for the 2025 Equity Compensation Plan and potential adjournment of the meeting if more time is needed for solicitation.

• Board recommends a vote “FOR” all proposals; failure to approve certain proposals may result in additional shareholder meetings and increased costs.

Board of directors and corporate governance

• Seven nominees for director, all current members, with diverse backgrounds in finance, law, science, and business.

• Board has two standing committees: Audit and Compensation, Corporate Governance and Nominating, both composed of independent directors.

• Board emphasizes diversity and inclusion in director nominations and maintains a Code of Business Conduct, Whistleblower Policy, and Insider Trading Policy.