Charles & Colvard (CTHR) Proxy Filing summary

Executive summary

• Riverstyx Capital Management, a significant shareholder, is soliciting proxies to elect three of its nominees to the board at the upcoming annual meeting scheduled for October 13, 2025.

• Riverstyx owns approximately 7.4% of the outstanding common shares as of March 25, 2025, and is challenging a recent dilutive stock issuance by the company.

• The proxy contest is in response to concerns about board composition and shareholder value, with Riverstyx seeking to replace three incumbent directors.

• The solicitation is not on behalf of the current board or management, and Riverstyx is bearing all solicitation costs, estimated up to $250,000.

Voting matters and shareholder proposals

• Proposal 1 seeks to elect Riverstyx’s three nominees—Benjamin O. Franklin IV, Michael R. Levin, and Lloyd M. Sems—to the board for a one-year term expiring at the 2026 annual meeting.

• Shareholders may vote for up to three nominees using the BLUE proxy card; only the latest valid proxy submitted will be counted.

• Voting is by plurality, and broker non-votes will not affect the outcome.

• Shareholders can revoke or change their vote at any time before the meeting by submitting a new proxy or written notice.

Board of directors and corporate governance

• The board currently consists of five directors, all elected annually for one-year terms.

• If all three Riverstyx nominees are elected, they would constitute a majority of the board.

• The nominees are considered independent under SEC rules and have no prior affiliation with the company.

• Nominees have significant experience in finance, accounting, investment, audit, and marketing.