Local Bounti (LOCL) Proxy filing summary

Executive summary

• Annual Meeting scheduled for June 10, 2026, to be held virtually, with voting on four key proposals including director elections, auditor ratification, NYSE-related share issuance, and potential adjournment.

• Shareholders of record as of April 13, 2026, are eligible to vote via internet, phone, mail, or during the virtual meeting.

• Board recommends voting in favor of all proposals and nominees.

Voting matters and shareholder proposals

• Proposal 1: Election of two Class II directors (Mark J. Nelson and Charles R. Schwab, Jr.) for three-year terms.

• Proposal 2: Ratification of WithumSmith + Brown, PC as independent auditor for 2026.

• Proposal 3: Approval for issuance of up to 7,882,861 shares upon note conversion and 5,500,000 shares upon warrant exercise to U.S. Bounti, requiring NYSE shareholder approval.

• Proposal 4: Adjournment of the meeting if more votes are needed for any proposal.

• Shareholder proposals for the 2027 meeting must be submitted by December 24, 2026, for inclusion in proxy materials.

Board of directors and corporate governance

• Board consists of eight directors divided into three staggered classes; five are independent under NYSE standards.

• Board leadership includes an Executive Chairman and a lead independent director.

• Board committees: Audit, Compensation, and Nominating & Corporate Governance, all with independent members.

• Directors are expected to attend at least 75% of meetings and are encouraged to attend annual meetings.

• Code of Business Conduct and Ethics, Corporate Governance Guidelines, and Insider Trading Policy are in place.