Hydrofarm Group (HYFM) Proxy filing summary

Executive summary

• The 2026 annual meeting will be held virtually on June 23, 2026, with voting available online, by phone, or by mail.

• Stockholders will vote on electing one Class III director, an advisory say-on-pay vote, and ratification of the independent auditor.

• The board recommends voting in favor of all proposals.

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

Voting matters and shareholder proposals

• Proposals include electing Richard Christopher Yetter as Class III director for a three-year term, approving executive compensation, and ratifying CBIZ CPAs P.C. as the independent auditor.

• Voting is open to stockholders of record as of April 24, 2026.

• Advisory votes are non-binding but will be considered in future compensation decisions.

• Shareholder proposals for the 2027 meeting must be received by December 31, 2026.

Board of directors and corporate governance

• The board consists of five members divided into three classes, with staggered three-year terms.

• All directors except the CEO are independent under Nasdaq rules.

• Committees include Audit, Compensation, and Nominating, each with defined charters and independent members.

• The board chair and CEO roles are currently combined.

• Directors are encouraged, but not required, to attend annual meetings.