Local Bounti (LOCL) Proxy Filing summary

Executive summary

• Special Meeting scheduled for October 14, 2025, to vote on two proposals related to a financing transaction with U.S. Bounti, LLC, the majority stockholder.

• Proposals include approval for the issuance of up to 5,131,871 shares upon conversion of a $10 million convertible note and up to 550,000 shares upon exercise of a warrant, both issued to U.S. Bounti.

• The Board unanimously recommends voting in favor of both proposals.

• The meeting will be held virtually, and shareholders can vote online, by phone, mail, or during the meeting.

Voting matters and shareholder proposals

• Proposal 1 seeks NYSE-required approval for share issuance to U.S. Bounti, exceeding 1% of outstanding shares and at prices below the NYSE minimum.

• Proposal 2 allows adjournment of the meeting to solicit more proxies if Proposal 1 lacks sufficient support.

• Both proposals require a majority of votes cast to pass; abstentions and broker non-votes have no effect.

• If Proposal 1 fails, the company must call additional special meetings every four months until approval is obtained.

Board of directors and corporate governance

• U.S. Bounti, controlled by Charles R. Schwab, holds 55.2% voting power and beneficially owns 60.4% of outstanding shares.

• U.S. Bounti has the right to appoint two directors and can significantly influence major decisions, including director elections and corporate transactions.

• The company is not classified as a "controlled company" under NYSE rules despite this concentration.