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 using a control number from their proxy card.

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

• Only stockholders of record as of March 7, 2025, are entitled to vote; 17,867,759 shares are outstanding, with a quorum set at 8,933,880 shares.

• The Board recommends voting in favor of all proposals.

Voting matters and shareholder proposals

• Proposals: election of ten directors, amendment to limit officer liability, ratification of KPMG LLP as auditor, and advisory say-on-pay vote.

• The amendment to limit officer liability aligns with recent Delaware law changes and aims to attract and retain qualified officers.

• KPMG LLP is proposed as the new auditor, replacing RSM US LLP, to ensure continued independence and meet evolving company needs.

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

Board of directors and corporate governance

• The Board is expanding from nine to ten members, with Kathleen Shanahan nominated for the new seat.

• The Board includes a mix of experienced executives, with a majority self-identifying as women or people of color.

• Board leadership is separated between the Executive Chairman and CEO, with a Lead Independent Director ensuring independent oversight.

• Three standing committees: Audit, Compensation, and Nominating & Governance, all composed of independent directors.

• Directors receive annual cash retainers and RSUs; additional fees are paid for committee roles.