Natural Grocers by Vitamin Cottage (NGVC) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on March 5, 2025, to elect a Class I director, ratify the appointment of KPMG LLP as auditor, and approve an amendment to limit officer liability as permitted by Delaware law.

• Only stockholders of record as of January 13, 2025, may vote, with one vote per share of common stock held.

• Proxy materials are provided electronically to reduce environmental impact, with paper copies available upon request.

Voting matters and shareholder proposals

• Proposals include: (1) 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 officer liability.

• Board recommends voting FOR all proposals.

• Shareholder proposals for the 2026 meeting must be submitted by September 26, 2025, for inclusion in proxy materials.

Board of directors and corporate governance

• Board consists of seven members divided into three staggered classes; Isely family controls director elections via a stockholders agreement.

• Three directors are independent; the company is a "controlled company" under NYSE rules and does not require a majority of independent directors.

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

• No nominating committee; all directors participate in recommending nominees.