Jewett-Cameron Trading Company (JCTC) Proxy Filing summary

Executive summary

• The annual general meeting is scheduled for February 21, 2025, to be held virtually, with shareholders voting on key proposals including director elections, auditor appointment, executive compensation, and the adoption of a new restricted share plan.

• The company has implemented strategic initiatives over the past two years to address post-pandemic challenges, focusing on sales growth, product innovation, supply chain diversification, operational efficiencies, and monetizing non-core assets.

• Sales growth is driven by expanded in-aisle displays in major home centers, digital marketing, and direct engagement with professionals, while new sustainable product lines and expanded distribution are expected to contribute to future growth.

• Operational improvements include a 44% reduction in inventory since 2022, diversified supply sourcing, and plans to expand distribution through third-party logistics.

• The company is in the process of selling a non-core seed cleaning facility, with the potential to realize significant value above book value.

Voting matters and shareholder proposals

• Shareholders will vote on fixing the number of directors at nine, electing directors, ratifying the appointment of Davidson & Company LLP as auditors, approving all acts of directors and officers, an advisory say-on-pay vote, and the adoption of the 2024 Restricted Share Plan.

• The board recommends a vote "FOR" all proposals, including the new restricted share plan, which allows for up to 1% of shares to be issued as restricted shares.

• Shareholders may submit proposals for the 2026 meeting by August 31, 2025.

Board of directors and corporate governance

• The board consists of nine directors, eight of whom are independent; the board chair is independent as of January 2025.

• Committees include Audit, Compensation, and Corporate Governance, all composed of independent directors.

• The board emphasizes diversity, with three women directors (33.3%), and ongoing evaluation of board composition and effectiveness.

• No director term limits are set, but annual elections are held.