Turning Point Brands (TPB) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held virtually on May 8, 2025, with stockholders able to participate and vote online.

• Key proposals include electing ten directors, amending the Certificate of Incorporation to limit officer liability, ratifying KPMG LLP as auditor, and an advisory vote on executive compensation.

• The Board recommends voting in favor of all proposals and emphasizes increased board diversity and responsiveness to stockholder feedback.

Voting matters and shareholder proposals

• Stockholders will vote on electing ten directors for one-year terms, an amendment to limit officer liability, ratification of KPMG LLP as auditor, and a non-binding say-on-pay vote.

• The Board recommends voting “FOR” all proposals.

• Stockholder proposals for the 2026 meeting must be submitted by November 24, 2025, to be included in proxy materials.

Board of directors and corporate governance

• The Board expanded from nine to ten members, adding Kathleen Shanahan, with a focus on increasing diversity and expertise.

• A majority of directors and nominees self-identify as women or people of color.

• The Board has three standing committees: Audit, Compensation, and Nominating and Governance, all composed of independent directors.

• Board leadership includes an Executive Chairman, CEO, and Lead Independent Director to ensure independent oversight.

• Directors receive annual cash retainers and RSUs; committee chairs and the Lead Independent Director receive additional compensation.