TOMI Environmental Solutions (TOMZ) Proxy Filing summary

Executive summary

• The 2024 Annual Meeting will be held virtually on November 19, 2024, allowing shareholders to vote and ask questions online, with a focus on maximizing participation and minimizing costs.

• Shareholders of record as of October 18, 2024, are eligible to vote on key proposals, including director elections, auditor ratification, and a reverse stock split.

• The Board unanimously recommends voting in favor of all proposals presented at the meeting.

Voting matters and shareholder proposals

• Three main proposals: election of two Class I directors for a three-year term, ratification of the independent auditor, and authorization for a reverse stock split (1-for-3 to 1-for-7) to maintain Nasdaq listing compliance.

• Shareholders may submit proposals for the 2025 annual meeting by June 26, 2025, for inclusion in next year’s proxy statement.

• The Board has set clear voting instructions and quorum requirements, with detailed procedures for proxy voting and revocation.

Board of directors and corporate governance

• The Board consists of five directors divided into three classes, with two Class I directors up for election; all directors are expected to attend the virtual meeting.

• Board committees include Audit, Compensation, and Nominating and Governance, each with defined charters and independent membership per Nasdaq and SEC standards.

• The Board has adopted a Code of Ethics and maintains policies on insider trading and confidentiality.

• Board diversity is tracked, and the Nominating and Governance Committee considers a range of skills and backgrounds in director selection.