CV Sciences (CVSI) Proxy filing summary

Executive summary

• Annual meeting scheduled for June 2, 2026, will be held virtually to enhance accessibility and safety for all shareholders.

• Shareholders will vote on electing three directors, approving a reverse stock split, and ratifying the independent auditor.

• Proxy materials are primarily distributed electronically to conserve resources and reduce costs.

• The Board recommends voting in favor of all proposals and director nominees.

Voting matters and shareholder proposals

• Proposal 1: Elect three directors to serve until the next annual meeting or until successors are qualified.

• Proposal 2: Approve a reverse stock split at a ratio between 1-for-10 and 1-for-800, at the Board's discretion, any time before May 30, 2029.

• Proposal 3: Ratify Haskell & White LLP as independent registered public accounting firm for fiscal year ending December 31, 2026.

• No dissenters' rights are available for any proposal.

• Shareholder proposals for the 2027 meeting must be received by December 12, 2026, to be considered.

Board of directors and corporate governance

• Board consists of Dr. Jamie Corroon, Joseph Dowling, and Bill McCorkle, all nominated for re-election.

• Board has compensation, audit, and nominating committees, each with defined charters and responsibilities.

• Audit and compensation committees are composed of independent directors as defined by Nasdaq rules.

• Board oversees management, strategic direction, and risk, with regular meetings and high attendance.

• Code of ethics applies to all directors, officers, and employees.