Innovative Food Holdings (IVFH) Proxy filing summary

Executive summary

• Annual Meeting scheduled for May 19, 2026, to elect five directors, ratify auditors, hold a say-on-pay vote, and address other business.

• Proxy materials are available online, with options for electronic or paper delivery to shareholders.

• Shareholders of record as of March 31, 2026, are entitled to vote; 54,649,479 shares outstanding.

• Voting can be done in person, by mail, phone, or internet, with detailed protocols for both record and beneficial owners.

• Final voting results will be published in a Form 8-K within four business days after the meeting.

Voting matters and shareholder proposals

• Proposal 1: Election of five directors for a one-year term.

• Proposal 2: Ratification of CBIZ CPAs P.C. as independent auditors for the current fiscal year.

• Proposal 3: Advisory vote on executive compensation (say-on-pay).

• Board recommends voting FOR all proposals.

• Shareholder proposals for the 2027 meeting must be received by December 7, 2026.

Board of directors and corporate governance

• Board consists of five nominees: James C. Pappas (Chairman), Mark Schmulen, Denver J. Smith, Loukas D. Kozonis, and Gary Schubert (CEO).

• Directors bring expertise in investment, finance, law, technology, and operations.

• Board committees: Audit (Smith, Schmulen), Compensation (Pappas, Schmulen, Smith), Nominating and Corporate Governance (Schmulen, Smith, Pappas).

• Majority of directors are independent as per Nasdaq standards.

• Board structure separates Chairman and CEO roles; non-management directors meet without management at least twice a year.

• Code of Ethics applies to all directors, officers, and employees.