Sow Good (SOWG) Proxy filing summary

Executive summary

• A special meeting is scheduled for August 10, 2026, to vote on a Charter Amendment allowing stockholders to act by written consent without a meeting.

• The Board unanimously recommends approval, stating it is in the best interests of shareholders and the company.

• The amendment is part of ongoing corporate governance review and is linked to facilitating significant transactions, including those with Ryzon Materials Limited.

• Shareholders of record as of July 20, 2026, are entitled to vote, with approximately 20,120,117 shares eligible.

• Voting can be done online, by phone, mail, or during the virtual meeting.

Voting matters and shareholder proposals

• The sole proposal is to amend the Certificate of Incorporation to permit stockholder action by written consent.

• Approval requires at least 66-2/3% of outstanding voting shares; abstentions count as votes against.

• No other matters are expected to be brought before the meeting.

• Shareholder proposals for the 2026 annual meeting must comply with Rule 14a-8 and be submitted by the disclosed deadline.

Board of directors and corporate governance

• The Board has unanimously determined the Charter Amendment is advisable and recommends a FOR vote.

• The amendment updates Article V of the Certificate of Incorporation to allow written consents for stockholder actions.