Rocky Mountain Chocolate Factory (RMCF) Proxy Filing summary

Executive summary

• The 2024 Annual Meeting will be held virtually on August 23, 2024, with stockholders able to vote and submit questions online.

• Five directors are nominated for election, and several key proposals will be voted on, including executive compensation and a new incentive plan.

• The record date for voting is June 28, 2024, with 6,341,595 shares eligible to vote.

• The Board encourages early registration and voting via mail, phone, or internet.

Voting matters and shareholder proposals

• Proposals include: election of five directors, ratification of CohnReznick LLP as auditor, advisory approval of executive compensation, and approval of the 2024 Omnibus Incentive Compensation Plan.

• The Board recommends voting FOR all proposals.

• Voting can be done online, by phone, or by mail; proxies may be revoked prior to the meeting.

• Shareholder proposals for the 2025 meeting must be submitted by April 25, 2025.

Board of directors and corporate governance

• The Board consists of five members, four of whom are independent; the Chair is independent.

• Directors have diverse backgrounds in finance, real estate, consumer goods, and hospitality.

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

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

• Board diversity is emphasized, with compliance to Nasdaq requirements.