Urban-Gro (UGRO) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for January 16, 2026, to address key governance, compensation, capital structure, and compliance matters.

• Shareholders will vote on eight proposals, including director elections, amendments to stock plans, auditor ratification, executive compensation, reverse stock split, share authorization increase, potential financing issuances, and adjournment if needed.

• The Board recommends voting in favor of all proposals and emphasizes the importance of shareholder participation.

Voting matters and shareholder proposals

• Election of five directors for one-year terms.

• Amendment to the 2021 Omnibus Stock Incentive Plan to increase authorized shares and individual award limits.

• Ratification of Sadler, Gibb & Associates, LLC as independent auditor for 2025.

• Non-binding advisory vote on executive compensation (say-on-pay).

• Amendment to effect a reverse stock split at a ratio between 1-for-2 and 1-for-25.

• Amendment to increase authorized common stock to 200,000,000 shares.

• Approval of potential non-public financing issuances up to $20 million.

• Adjournment proposal to solicit additional proxies if necessary.

Board of directors and corporate governance

• Board consists of five members, all standing for re-election; majority are independent.

• Four standing committees: Audit, Compensation, Corporate Governance and Nominating, and (until Nov 2025) ESG.

• Board held five meetings in 2024; all directors attended at least 75% of meetings.

• Lead independent director role transitioned to James Lowe after August 2025.

• No classified board; directors elected annually.