cbdMD (YCBD) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for March 30, 2026, and will be held virtually for all shareholders.

• Shareholders will vote on eight key proposals, including director elections, auditor ratification, a reverse stock split, share issuances related to Series B and C preferred stock, an equity line of credit, a new equity compensation plan, and potential adjournment.

• The board recommends voting in favor of all proposals and has provided detailed rationales and potential impacts for each.

• Only common shareholders as of February 2, 2026, are entitled to vote; Series B and C preferred shareholders receive notice but do not vote.

Voting matters and shareholder proposals

• Proposal 1: Election of seven directors, all current members standing for re-election.

• Proposal 2: Ratification of Cherry Bekaert LLP as independent auditor for fiscal 2026.

• Proposal 3: Authorization for a reverse stock split at a ratio between 1:2 and 1:10, at the board's discretion, to maintain NYSE American listing.

• Proposal 4: Approval to issue shares upon conversion of Series B Convertible Preferred Stock, potentially exceeding 20% of outstanding shares and causing dilution.

• Proposal 5: Approval to issue shares upon conversion of Series C Convertible Preferred Stock, with similar dilution potential.

• Proposal 6: Approval to issue shares under an equity line of credit (ELOC) with C/M Capital Master Fund, LP, potentially exceeding 20% of outstanding shares.

• Proposal 7: Approval of the 2025 Equity Compensation Plan, reserving 891,316 shares and including an evergreen provision.

• Proposal 8: Adjournment proposal to allow further solicitation if necessary.

Board of directors and corporate governance

• The board consists of seven members, with a mix of independent and non-independent directors.

• Two standing committees: Audit and Compensation, Corporate Governance and Nominating, both composed entirely of independent directors.

• The board emphasizes diversity and inclusion in director nominations.

• Directors are elected annually and must attend at least 75% of meetings.