Sow Good (SOWG) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for June 13, 2025, and will be held virtually for all shareholders of record as of April 21, 2025.

• Shareholders will vote on the election of six directors, a reverse stock split, ratification of the auditor, executive compensation, and potential adjournment to solicit more proxies.

• Proxy materials are available online, and shareholders can vote by internet, phone, or mail.

Voting matters and shareholder proposals

• Proposals include electing six directors, approving a 1-for-3 reverse stock split, ratifying Urish Popeck & Co. as auditor, a non-binding say-on-pay vote, and possible adjournment to solicit more proxies.

• The reverse stock split aims to maintain Nasdaq listing compliance and increase share price; the board retains discretion to implement or abandon it.

• Shareholder proposals for the 2026 meeting must be submitted by December 31, 2025, for inclusion in the proxy statement.

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 encourages diversity, evaluates director candidates on experience, integrity, and industry knowledge, and has a formal process for shareholder nominations.

• Directors are encouraged to attend annual meetings, and all attended in 2024.