IGC Pharma (IGC) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for August 23, 2024, to address key governance and compensation matters.

• Proposals include director elections, auditor ratification, equity grants, and potential adjournment.

• Proxy materials and annual report are available online and by mail to shareholders of record as of June 28, 2024.

Voting matters and shareholder proposals

• Election of Richard Prins and Terry Lierman as Class B directors until 2027.

• Ratification of Manohar Chowdhry & Associates as independent auditors for fiscal 2025.

• Approval of 5,000,000 shares under the 2018 Omnibus Incentive Plan for employees, directors, and consultants.

• Authorization to adjourn the meeting if necessary to solicit additional proxies.

• Shareholder proposals for the 2025 meeting must be submitted by March 14, 2025.

Board of directors and corporate governance

• Board divided into three classes with staggered three-year terms.

• Majority of directors are independent per NYSE American standards.

• Board committees include Audit, Compensation, and Disclosure; a Nominating Committee is planned for the future.

• Directors are required to maintain a minimum stock ownership level.

• Code of Ethics and cybersecurity policy in place for compliance and risk mitigation.