FitLife Brands (FTLF) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for August 13, 2024, at the company’s Omaha, Nebraska office, with voting available by internet, phone, or mail.

• Stockholders will vote on the election of five directors and the ratification of the independent auditor for fiscal 2024.

• The board unanimously recommends voting in favor of all proposals.

Voting matters and shareholder proposals

• Proposals include electing five directors and ratifying Weinberg & Company, P.A. as independent auditors for 2024.

• Only holders of record as of July 3, 2024, are entitled to vote.

• Voting can be done online, by phone, mail, or in person at the meeting.

• The board recommends voting “FOR” both proposals.

Board of directors and corporate governance

• Five directors are nominated: Dayton Judd, Grant Dawson, Matt Lingenbrink, Todd Ordal, and Seth Yakatan.

• All directors except the CEO are considered independent under Nasdaq rules.

• The board held five meetings in 2023, with 100% attendance by incumbent directors.

• The board has Audit, Compensation, and Nominating and Corporate Governance Committees, all meeting independence requirements.

• Board diversity matrix shows three male and two undisclosed gender directors, with a majority identifying as White.