GrowGeneration (GRWG) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held virtually on June 19, 2025, with shareholders able to vote online, by phone, or by mail.

• Key items include electing five directors, an advisory vote on executive compensation, and ratifying the appointment of Grant Thornton LLP as auditor.

• Shareholder engagement led to a $6 million share repurchase plan, new executive incentive programs, and enhanced internal controls.

• The company emphasizes diversity, inclusion, and employee wellness, with 32% of employees self-identifying as ethnically diverse.

Voting matters and shareholder proposals

• Shareholders will vote on electing five directors, approving executive compensation (say-on-pay), and ratifying Grant Thornton LLP as auditor.

• Shareholder proposals for the 2026 meeting must be submitted by December 31, 2025.

• Voting can be done online, by phone, mail, or during the virtual meeting.

Board of directors and corporate governance

• The board consists of five members, with a majority being independent.

• Eula Adams serves as lead independent director; Darren Lampert is both CEO and Chairperson.

• Three committees (Audit, Compensation, Governance) are composed entirely of independent directors.

• Directors receive $2,000/month and equity grants; additional compensation for committee chairs.

• Board diversity is considered, though no formal policy exists; current board includes members with varied backgrounds.