TOMI Environmental Solutions (TOMZ) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held virtually on November 19, 2025, allowing shareholders to vote and ask questions online.

• Shareholders will vote on electing two Class II directors for a three-year term and ratifying the independent auditor for 2025.

• Proxy materials and the 2024 Annual Report are available online, with voting open to shareholders of record as of September 29, 2025.

• The Board recommends voting in favor of both proposals.

Voting matters and shareholder proposals

• Proposal 1: Elect Francesco Fragasso and Harold Paul as Class II directors for a term expiring in 2028.

• Proposal 2: Ratify Rosenberg Rich Baker Berman & Co. as the independent registered public accounting firm for 2025.

• Shareholders may submit proposals for the 2026 meeting by June 2, 2026, to be considered for inclusion.

Board of directors and corporate governance

• The Board is divided into three classes, currently with five directors and one vacancy.

• Majority of directors are independent per Nasdaq and SEC standards.

• Three standing committees: Audit, Compensation, and Nominating and Governance, all with independent members.

• Board and committee meetings had full attendance in 2024.

• Code of Ethics and insider trading policy are in place.