FitLife Brands (FTLF) Proxy filing summary

Executive summary

• The annual meeting is scheduled for August 11, 2026, with voting available by internet, phone, or mail, and materials provided primarily via electronic access to reduce costs and environmental impact.

• Stockholders will vote on the election of five directors and the ratification of the independent auditor, with the Board unanimously recommending approval of both proposals.

• Only holders of record as of June 15, 2026, are entitled to vote, and a quorum requires more than 50% of shares represented.

Voting matters and shareholder proposals

• Proposals include electing five directors and ratifying Weinberg & Company, P.A. as independent auditors for fiscal year 2026.

• Directors are elected by plurality; auditor ratification requires a majority of votes cast.

• The Board recommends voting “FOR” all director nominees and auditor ratification.

• Stockholder proposals for the 2027 meeting must be received 90–120 days before the anniversary of the 2026 meeting.

Board of directors and corporate governance

• The Board consists of five members, with four considered independent under Nasdaq rules.

• Current nominees: Dayton Judd (CEO/Chair), Grant Dawson, Matthew Lingenbrink, Shannon Pappas, and Seth Yakatan, each with diverse backgrounds in finance, strategy, and consumer products.

• Board committees include Audit, Compensation, and Nominating & Corporate Governance, all composed of independent directors.

• The Board held six meetings in 2025, with 100% attendance by incumbent directors.

• The company has a Code of Business Conduct and Ethics and an Insider Trading Policy applicable to all directors, officers, and employees.