Sow Good (SOWG) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for June 13, 2025, and will be held virtually, with voting available online, by phone, or by mail.

• Proposals include electing six directors, approving a 1-for-3 reverse stock split, ratifying the auditor, a say-on-pay vote, and potential adjournment to solicit more proxies.

• Only shareholders of record as of April 21, 2025, are eligible to vote.

Voting matters and shareholder proposals

• Shareholders will vote on electing six directors, a reverse stock split, auditor ratification, executive compensation, and adjournment if needed.

• The reverse stock split aims to maintain Nasdaq listing by increasing the share price above $1.00.

• The board recommends voting in favor of all proposals.

Board of directors and corporate governance

• The board consists of six directors, four of whom are independent per Nasdaq rules.

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

• The board has adopted a code of ethics, insider trading, hedging, and clawback policies.

• Directors are selected for diverse skills, experience, and integrity, with a focus on industry knowledge and leadership.