Leafly (LFLY) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for June 11, 2025, to be held virtually, with all stockholders able to participate online regardless of location.

• Key proposals include electing a director, a potential name change, a reverse stock split with authorized share reduction, and possible adjournments to solicit more proxies.

• The reverse stock split aims to reduce the number of record holders below 300, enabling the company to deregister its stock and suspend SEC reporting obligations, saving $1.8–$2 million annually.

• Shareholders owning fewer than the split ratio (1 for 200 to 1 for 500) will be cashed out at $0.28 per share, a premium to recent trading prices.

• The board unanimously recommends approval of all proposals and highlights the cost and administrative savings of going private.

Voting matters and shareholder proposals

• Proposals include: electing Yoko Miyashita as Class I director, advisory approval of a name change, approval of a reverse stock split and share reduction, and approval of adjournments if needed.

• The board recommends voting FOR all proposals.

• The reverse stock split and share reduction are not contingent on the name change proposal.

Board of directors and corporate governance

• The board consists of four members, with two independent directors as defined by Nasdaq rules.

• Board committees (Audit, Compensation, Nominating and Corporate Governance) are composed of independent directors.

• The board is classified into three classes with staggered three-year terms.

• Corporate governance guidelines and policies are in place, including an insider trading policy and a related person transaction policy.