Rocky Mountain Chocolate Factory (RMCF) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for August 23, 2024, to be held virtually, with voting on four key proposals and the election of five directors.

• Proxy materials clarify beneficial ownership, update auditor fee disclosures, and provide the full 2024 Omnibus Incentive Compensation Plan.

• Stockholders of record as of June 28, 2024, are eligible to vote; 6,341,595 shares are outstanding.

• The Board recommends voting FOR all proposals and director nominees.

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.

• Voting is by plurality for directors and majority for other proposals; broker non-votes and abstentions are not counted in outcomes.

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

• Deadlines for 2025 shareholder proposals and nominations are specified, with detailed procedures in the bylaws.

Board of directors and corporate governance

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

• Board diversity includes one female and a mix of backgrounds; compliance with Nasdaq diversity requirements.

• Three standing committees: Audit, Compensation, and Nominating & Corporate Governance, all composed of independent directors.

• Directors are elected annually; all attended at least 99% of meetings in FY2024.

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