CEA Industries (BNC) Proxy filing summary

Executive summary

• Special meeting scheduled virtually for Dec. 4, 2026; stockholders will vote on the 2025 and 2026 equity incentive plans.

• The 2026 plan would reserve 3,801,989 shares for future awards; the Board cited hiring, retention and compensation needs in supporting the expanded reserve.

Voting matters and shareholder proposals

• Proposal 1 resubmits the 2025 plan for the second and final time; current Board makes no recommendation.

• Proposal 2 seeks approval of the 2026 plan; the Board unanimously recommends FOR. Approval requires votes for to exceed votes against; abstentions and broker non-votes have no effect.

• At the July 2026 meeting, the 2026 proposal received 59.3% of votes cast for or against; the 2025 proposal received 32.0%.

• The 2025 plan covers 524,999 previously approved RSUs; 485,624 went to former directors and the former CEO, and awards vest the day after stockholder approval without further service requirements.

Board of directors and corporate governance

• Bylaws amended Oct. 2, 2026 changed approval to votes for exceeding votes against and lowered the quorum threshold from a majority to one-third of outstanding voting power.

• The 2026 plan assigns administration to the Compensation Committee, comprised entirely of independent directors; the committee may delegate limited grant authority to the CEO.

• Alex Odagiu was appointed CEO effective Oct. 19, 2026; he abstained from Board actions on his appointment, employment agreement and proposed CEO award.