Rocky Mountain Chocolate Factory (RMCF) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held virtually on August 12, 2025, with stockholders able to vote on key proposals and participate online.

• Five director nominees are up for election, and stockholders will vote on auditor ratification and executive compensation.

• The Board is comprised of five members, with three deemed independent under Nasdaq rules.

• Executive compensation is structured to align with performance and shareholder interests, with recent changes to further incentivize leadership.

• The Audit Committee oversees financial reporting, risk management, and compliance, and a new auditor was appointed for the coming year.

• Related party transactions include a new credit agreement and equity issuances involving directors.

• Shareholder rights include proxy access and clear procedures for director nominations and proposals.

Voting matters and shareholder proposals

• Proposals include electing five directors, ratifying CohnReznick LLP as auditor, and an advisory vote on executive compensation.

• The Board recommends voting FOR all proposals.

• Stockholders of record as of June 27, 2025, are eligible to vote.

• Proxy access allows groups holding 3% of shares for three years to nominate directors.

• Procedures for submitting proposals and nominations for the 2026 meeting are detailed.

Board of directors and corporate governance

• The Board consists of five members, with three independent directors.

• Committees include Audit, Compensation, and Nominating and Corporate Governance, all composed of independent directors.

• Board leadership separates the roles of CEO and Chair, with the Chair being an independent director.

• Director nominees bring expertise in real estate, finance, franchising, and business management.

• Director compensation includes cash retainers and annual equity awards, with share ownership guidelines in place.