Rocky Mountain Chocolate Factory (RMCF) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on August 3, 2026, with 9,439,589 shares eligible to vote as of June 22, 2026.

• Stockholders will vote on five key proposals, including director elections, auditor ratification, executive compensation, frequency of say-on-pay votes, and an amendment to the 2024 Omnibus Incentive Compensation Plan.

• The Board recommends voting for all director nominees, for the auditor, for executive compensation, for annual say-on-pay, and for the plan amendment.

Voting matters and shareholder proposals

• Proposals include electing five directors, ratifying Rosenberg Rich Baker Berman, P.A. as auditor, approving executive compensation, setting annual say-on-pay votes, and increasing shares under the 2024 Plan.

• Board recommends voting for all proposals and one-year frequency for say-on-pay.

• Stockholders may submit proposals or director nominations for the 2027 meeting by specified deadlines.

Board of directors and corporate governance

• Board consists of five members, three of whom are independent under Nasdaq rules.

• Nominees: Steven L. Craig, Jeffrey R. Geygan, Mel Keating, Brian Quinn, Alberto Pérez-Jácome Friscione.

• Board committees: Audit, Compensation, and Nominating and Corporate Governance, all comprised of independent directors.

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