Capstone Holding (CAPS) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on June 18, 2026, with voting rights extended to holders of Common Stock, Series B Preferred Stock, and Series Z Preferred Stock as of April 22, 2026.

• Six key proposals will be presented, including director elections, auditor ratification, a reverse stock split, an amendment to the stock incentive plan, and potential adjournment to solicit more proxies.

• The Board recommends voting in favor of all proposals and has provided detailed instructions for proxy voting by internet, phone, or mail.

Voting matters and shareholder proposals

• Proposals include electing two Class I and two Class II directors, ratifying GBQ Partners LLC as auditor, approving a reverse stock split (1-for-5 to 1-for-50), amending the 2025 Stock Incentive Plan to increase the equity pool from 21.5% to 35%, and authorizing adjournment if needed.

• Shareholders may submit proposals for the 2027 meeting by January 5, 2027, subject to SEC rules.

• All classes of stock vote together as a single class on all matters.

Board of directors and corporate governance

• The Board consists of seven directors divided into three classes, with four up for election at this meeting.

• A majority of the Board and all committee members are independent under Nasdaq rules.

• Committees include Audit, Compensation, and Nominating and Corporate Governance, each with defined responsibilities and independent membership.

• A Code of Business Conduct and Ethics and an Insider Trading Policy are in place.