FitLife Brands (FTLF) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for August 12, 2025, with voting available by internet, phone, or mail, and in-person attendance encouraged.

• Proxy materials are primarily distributed electronically to reduce costs and environmental impact.

• A 2-for-1 stock split was effected on February 7, 2025, and all share data is adjusted accordingly.

• As of June 13, 2025, there were 9,391,072 shares of common stock outstanding, each with one vote per share.

Voting matters and shareholder proposals

• Election of five directors to serve until the next annual meeting.

• Advisory vote to approve executive compensation (Say-on-Pay).

• Advisory vote on the frequency of Say-on-Pay votes, with the board recommending every three years.

• Ratification of Weinberg & Company, P.A. as independent auditors for fiscal year 2025.

• Board recommends voting FOR all director nominees, FOR Say-on-Pay, FOR ratification of auditors, and for a three-year Say-on-Pay frequency.

Board of directors and corporate governance

• Board consists of five members, with four considered independent under Nasdaq rules.

• Directors have diverse backgrounds in finance, strategy, consumer goods, and corporate governance.

• Board committees include Audit, Compensation, and Nominating & Corporate Governance, all composed of independent directors.

• Board held four meetings in 2024, with all directors attending at least 75% of meetings.

• Code of Business Conduct and Insider Trading Policy are in place and available to shareholders.