Urban-Gro (UGRO) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for January 30, 2026, to address key governance, compensation, and capital structure proposals.

• Shareholders will vote on director elections, amendments to stock plans, auditor ratification, executive compensation, a reverse stock split, and an increase in authorized shares.

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

Voting matters and shareholder proposals

• Proposals include electing five directors, amending the 2021 Omnibus Stock Incentive Plan, ratifying the auditor, approving executive compensation, a reverse stock split, increasing authorized shares, and potential adjournment to solicit more proxies.

• The Board recommends a vote “FOR” all director nominees and each proposal.

• Shareholders may submit proposals for the 2026 meeting by deadlines specified in the proxy.

Board of directors and corporate governance

• The Board consists of five members, all standing for re-election, with diverse backgrounds in finance, agriculture, and business.

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

• Majority of directors are independent; the Board is not classified, and all directors are elected annually.

• The Board’s lead independent director role transitioned to James Lowe after August 2025.