Flora Growth (FLGC) Proxy Filing summary

Executive summary

• The annual and special meeting is scheduled for July 21, 2025, with shareholders voting on key proposals including director elections, auditor re-appointment, equity plan amendments, stock appreciation rights, share consolidation, and SAR repricing.

• Shareholders of record as of June 2, 2025, are eligible to vote, with options to vote in person, by proxy, or online.

• The Board recommends voting in favor of all proposals, emphasizing alignment of executive incentives with shareholder value and compliance with Nasdaq listing requirements.

Voting matters and shareholder proposals

• Proposals include electing five directors, re-appointing Davidson & Company LLP as auditors, amending the 2022 Incentive Compensation Plan to increase issuable shares, granting stock appreciation rights (SARs) to key executives, authorizing a share consolidation (10:1 to 100:1), and repricing/amending vesting of certain SARs.

• The share consolidation aims to maintain Nasdaq listing by increasing the share price above $1.00.

• The SAR repricing addresses retention and competitiveness, lowering exercise prices to current market value and adjusting vesting schedules.

• Shareholder proposals for the 2026 meeting must be submitted by February 8, 2026.

Board of directors and corporate governance

• The Board consists of five members, with three independent directors and two insiders.

• Committees include Audit, Compensation, and Nominating & Corporate Governance, all chaired by independent directors.

• The Board values diversity but has no formal policy on gender representation; currently, there are no women directors or executive officers.

• Directors attended all meetings in 2024, and the Board meets regularly, including executive sessions without management.