Charles & Colvard (CTHR) Proxy Filing summary

Executive summary

• Annual shareholder meeting scheduled for October 13, 2025, at the principal office, with remote participation allowed.

• Meeting ordered by North Carolina Business Court following a shareholder petition due to the absence of a timely annual meeting.

• Only specific agenda items permitted: board elections, auditor ratification, advisory votes on executive compensation and its frequency.

• Quorum defined as shareholders present in person or by proxy at the meeting.

• Court retains jurisdiction for any disputes or issues related to the meeting or observer.

Voting matters and shareholder proposals

• Shareholders may vote on board elections, auditor ratification, advisory say-on-pay, and frequency of say-on-pay votes.

• No other shareholder proposals will be accepted for this meeting due to court order.

• Deadline for director nominations and proxy solicitation notices is August 25, 2025.

• RiverStyx Fund, LP is expected to nominate candidates for the board.

Board of directors and corporate governance

• Board nominees include current directors Ruten Bhanderi, Anne M. Butler, Neal Goldman, Don O'Connell, and James Tu.

• Director nominations must comply with company bylaws and SEC rules.

• Inspector of elections will be Craig Colosso from Equiniti.