GrowGeneration (GRWG) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on June 18, 2026, with shareholders able to vote online, by phone, mail, or during the meeting.

• Five directors are nominated for election, and several key proposals are up for shareholder vote, including executive compensation, equity plan amendment, and auditor ratification.

• Shareholders of record as of April 20, 2026, are entitled to vote; a quorum requires one-third of outstanding shares.

• The Board emphasizes strong corporate governance, shareholder engagement, and recent enhancements to governance policies and executive compensation.

Voting matters and shareholder proposals

• Shareholders will vote on: election of five directors, advisory say-on-pay, amendment to the 2018 Equity Incentive Plan, and ratification of BDO USA, P.C. as auditor.

• The equity plan amendment seeks to increase available shares from 6.5M to 8M to support future equity awards.

• Shareholders may submit proposals for the 2027 meeting by December 31, 2026.

Board of directors and corporate governance

• The Board consists of five members, with a majority being independent directors.

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

• Recent governance improvements include a share repurchase plan, expanded share ownership guidelines, and a revised clawback policy.

• Board diversity is considered, with a mix of gender, ethnicity, and professional backgrounds.

• The Board is chaired by the CEO, with a lead independent director appointed.