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.

• Record date for voting is March 31, 2026, with 54,649,479 shares outstanding and entitled to one vote per share.

Voting matters and shareholder proposals

• Proposals include election of five directors, ratification of CBIZ CPAs P.C. as auditors, advisory vote on executive compensation, and other business.

• Board recommends voting FOR all director nominees and FOR both auditor ratification and say-on-pay 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 with diverse backgrounds in finance, law, investment, and operations.

• Three directors are deemed independent under Nasdaq rules.

• Board committees include Audit, Compensation, and Nominating and Corporate Governance, each with defined charters and independent members.

• Board structure separates Chairman and CEO roles, with regular executive sessions for non-management directors.

• Code of Ethics and insider trading policy are in place for directors, officers, and employees.