Charles & Colvard (CTHR) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for October 13, 2025, to elect five directors, ratify the auditor, and hold advisory votes on executive compensation and its voting frequency.

• Board recommends voting for its nominees and not for those proposed by RiverStyx Capital Management or Duc Pham.

• Recent financing secured through a $2 million convertible note with Ethara Capital LLC to support business operations and avoid bankruptcy.

• Board and management changes include the addition of Ruten Bhanderi and James Tu in July 2025.

Voting matters and shareholder proposals

• Proposals include electing five directors, ratifying BDO USA, P.C. as auditor, approving executive compensation, and determining the frequency of future say-on-pay votes.

• Board recommends voting for its five nominees and for annual say-on-pay votes.

• Shareholder proposals for the next annual meeting must be received by June 15, 2026.

• Shareholders may nominate directors following specific bylaw procedures and deadlines.

Board of directors and corporate governance

• Board consists of five nominees with diverse backgrounds in finance, operations, and industry leadership.

• Two directors are considered independent under OTCX standards.

• Board leadership is separated between the CEO and Chairman roles.

• Board met 42 times in fiscal 2025; all directors attended at least 75% of meetings.

• Standing committees include Audit, Compensation, and Nominating and Governance, each with defined responsibilities and independent members.

• Stock ownership guidelines require non-management directors to hold shares equal to at least 0.5 times their annual retainer.