Natural Grocers by Vitamin Cottage (NGVC) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for March 5, 2025, to be held virtually for enhanced investor access.

• Key proposals: election of a Class I director, ratification of KPMG LLP as auditor, and amendment to limit officer liability.

• Proxy materials are distributed electronically to reduce environmental impact and costs.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) re-election of Elizabeth Isely as Class I director for a three-year term, (2) ratification of KPMG LLP as independent auditor for fiscal 2025, and (3) amendment to the Certificate of Incorporation to limit liability of certain officers.

• Board unanimously recommends voting FOR all proposals.

• Shareholder proposals for the 2026 meeting must be submitted between November 5 and December 5, 2025.

Board of directors and corporate governance

• Board consists of seven members divided into three staggered classes; Isely family maintains control via a Stockholders Agreement.

• Three directors are independent; audit committee is fully independent as required.

• Board met five times in fiscal 2024; all members attended at least 75% of meetings.

• No nominating committee; Board as a whole recommends director candidates.