CEA Industries (BNC) Proxy filing summary

Executive summary

• Special Meeting scheduled for July 22, 2026, to address key governance and compensation matters.

• Proposals include director elections, auditor ratification, executive compensation, and two new equity incentive plans.

• Virtual meeting format aims to maximize shareholder participation and transparency.

• Board recommends voting in favor of all proposals.

Voting matters and shareholder proposals

• Six director nominees up for election to serve until the next annual meeting.

• Ratification of Sadler, Gibb & Associates, L.L.C. as independent auditor for fiscal year ending April 30, 2027.

• Advisory vote on executive compensation (Say-on-Pay) and approval of 2025 and 2026 Equity Incentive Plans.

• Proposal to allow adjournment of the meeting to solicit additional proxies if needed.

Board of directors and corporate governance

• Board expanded to six members, including three appointed under a Cooperation Agreement with YZi Labs.

• All current directors nominated for re-election; majority are independent under Nasdaq rules.

• Board committees (Audit, Compensation, Nominating & Governance) are composed of independent directors.

• Board Chair and CEO roles are separated for enhanced oversight.