Reed's (REED) Proxy filing summary

Executive summary

• Annual Meeting scheduled for June 10, 2026, to be held virtually, with five key proposals up for shareholder vote, including director elections, auditor ratification, equity plan approval, executive compensation, and say-on-pay frequency.

• Board recommends voting for all director nominees, ratification of Weinberg & Company as auditor, approval of the 2026 Equity Incentive Plan, approval of executive compensation, and a three-year frequency for say-on-pay votes.

• Proxy materials are available online, and shareholders can vote via internet, phone, or mail; only shareholders of record as of April 17, 2026, are eligible to vote.

Voting matters and shareholder proposals

• Shareholders will vote on electing five directors, ratifying the independent auditor, approving the 2026 Equity Incentive Plan, an advisory vote on executive compensation, and the frequency of future say-on-pay votes.

• Board recommends a three-year frequency for say-on-pay votes.

• Shareholder proposals for the 2027 meeting must be submitted by December 30, 2026, or within specified windows if the meeting date changes.

Board of directors and corporate governance

• Board consists of five members, with a mix of independent and non-independent directors; independence determined per NYSE American rules.

• Chairperson and CEO roles are separated; Ms. Deng is Chairperson, Mr. Cohane is interim CEO.

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

• Board and committees met regularly, with high attendance and executive sessions held without management.

• Corporate governance documents, code of ethics, and insider trading policy are available on the company website.