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; materials distributed electronically and by mail.

• 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, per NYSE rules.

• Proposal 4: Adjournment authority if more votes are needed for any proposal.

• Board recommends a vote "FOR" all proposals.

Board of directors and corporate governance

• Board consists of eight directors, with a majority qualifying as independent under NYSE standards.

• Board divided into three staggered classes; regular attendance and communication policies in place.

• Lead independent director and Executive Chairman roles are separated for governance balance.

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

• Code of Business Conduct and Ethics, Insider Trading Policy, and Clawback Policy adopted.