Charles & Colvard (CTHR) Proxy Filing summary

Executive summary

• A shareholder, Riverstyx Capital Management, attempted to nominate three director candidates, but the nomination was deemed invalid due to non-compliance with advance notice and disclosure requirements.

• The Board will make a recommendation regarding director elections at the upcoming Annual Meeting; shareholders are not required to act yet.

• Forward-looking statements caution that actual results may differ due to various risks, including anti-takeover provisions, ongoing arbitration, market conditions, and compliance with Nasdaq listing requirements.

Voting matters and shareholder proposals

• Riverstyx Capital Management's nomination of director candidates was rejected for failing to meet bylaw requirements, including missing candidate biographies, ownership disclosures, and consents.

• Any proxies or votes for the invalid nominations will be disregarded at the Annual Meeting.

• The Board will provide its recommendation for director elections in due course.

Board of directors and corporate governance

• The Board enforces advance notice and disclosure requirements for director nominations to ensure informed decision-making.

• The Board invited the shareholder to engage directly on business and strategy matters.

• Information on current directors and nominees will be included in the forthcoming proxy statement.