Jones Soda (JSDA) Proxy filing summary

Executive summary

• Annual meeting scheduled for September 4, 2026, will be held virtually, allowing shareholders to vote and submit questions online.

• Shareholders as of July 13, 2026, are eligible to vote on director elections, executive compensation, and auditor ratification.

• Board recommends voting for all proposals, including director nominees, executive compensation, and auditor ratification.

Voting matters and shareholder proposals

• Shareholders will vote to elect four directors for a one-year term, approve 2025 executive compensation on an advisory basis, and ratify Davidson & Company LLP as the independent auditor for 2026.

• Shareholder proposals for the 2027 meeting must be submitted by March 23, 2027, for inclusion in the proxy statement.

• Board members have an interest in director elections and executive compensation proposals.

Board of directors and corporate governance

• Board consists of four independent directors, each with significant industry and leadership experience.

• Board leadership structure currently separates the roles of Chairman and CEO.

• Committees include Audit, Compensation and Governance, and Mergers and Acquisitions and Investments.

• Board and committees met regularly in 2025, with all directors attending at least 75% of meetings.

• Director nominations are overseen by the full Board, with diversity and relevant experience considered.