CV Sciences (CVSI) Proxy Filing summary

Executive summary

• Annual meeting scheduled for June 2, 2025, will be held virtually to ensure accessibility and safety for all shareholders.

• Shareholders will vote on the election of three directors, ratification of the independent auditor, executive compensation, and the frequency of future say-on-pay votes.

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

• Record date for voting eligibility is April 4, 2025, with 184,263,663 shares outstanding.

Voting matters and shareholder proposals

• Proposals include: election of three directors, ratification of Haskell & White LLP as auditor, advisory vote on executive compensation, and advisory vote on frequency of say-on-pay (Board recommends every 2 years).

• Board recommends voting FOR all director nominees and FOR all other proposals.

• Shareholders may submit proposals for future meetings, with deadlines and requirements outlined in the proxy.

Board of directors and corporate governance

• Board nominees: Dr. Jamie Corroon, Joseph Dowling, and Bill McCorkle, all current directors.

• Board has standing audit, compensation, and nominating committees; all but Mr. Dowling are considered independent under Nasdaq rules.

• Board oversees management, strategy, and risk, with regular meetings and committee charters available online.

• CEO also serves as Chairman; Board believes this structure is appropriate for the company’s size.