RYTHM (RYM) Proxy filing summary

Executive summary

• The annual meeting is scheduled for June 16, 2026, and will be held virtually, with shareholders able to vote online, by phone, or by mail.

• Shareholders will vote on electing seven directors, ratifying the auditor, and amending the equity incentive plan.

• Only shareholders of record as of April 20, 2026, are entitled to vote, with 2,149,128 shares outstanding.

Voting matters and shareholder proposals

• Proposals include electing seven directors for one-year terms, ratifying GuzmanGray as auditor for 2026, and amending the 2022 Omnibus Equity Incentive Plan to add 115,000 shares.

• The board recommends voting FOR all proposals.

• No other business matters may be raised at the meeting as no additional proposals were submitted.

Board of directors and corporate governance

• The board consists of seven members, with a majority deemed independent under Nasdaq standards.

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

• A special committee was formed in 2025 to review transactions with Green Thumb.

• The board combines the roles of Chairman and CEO, currently held by Benjamin Kovler.

• Directors are required to attend annual meetings and adhere to a code of ethics and insider trading policy.