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 proposals are up for vote: election of two Class I directors for a three-year term, ratification of the independent auditor for 2024, and authorization for a reverse stock split at a 1-for-3 to 1-for-7 ratio 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 is not aware of any other matters to be presented at the meeting.

Board of directors and corporate governance

• The Board consists of five directors divided into three classes, with two Class I directors up for election; a vacancy remains in Class III.

• All directors are expected to attend the virtual meeting, and the Board maintains three standing committees: Audit, Compensation, and Nominating and Governance.

• A majority of the Board is independent per Nasdaq and SEC standards.

• The Board has adopted a Code of Ethics and an insider trading policy prohibiting hedging or monetization transactions.