Natural Grocers by Vitamin Cottage (NGVC) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for March 4, 2026, to be held virtually, with voting on director elections and auditor ratification.

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

• Only stockholders of record as of January 13, 2026, are eligible to vote.

Voting matters and shareholder proposals

• Stockholders will vote to elect three Class II directors for a three-year term and to ratify KPMG LLP as the independent auditor for fiscal 2026.

• Board recommends voting FOR all director nominees and FOR auditor ratification.

• Stockholder proposals for the 2027 meeting must be submitted by September 24, 2026, for proxy inclusion.

Board of directors and corporate governance

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

• Three directors (Buffa, Cerkovnik, Rooney) are independent; the company uses the NYSE “controlled company” exception.

• Board met five times in fiscal 2025; all directors attended at least 75% of meetings.

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