Hydrofarm Group (HYFM) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on June 9, 2025, with voting and Q&A available online.

• Key business includes electing two directors, an advisory vote on executive compensation, and ratifying the external auditor.

• A 1-for-10 reverse stock split was completed in February 2025; all share data is post-split.

• Proxy materials are distributed primarily via the Internet to conserve resources and reduce costs.

Voting matters and shareholder proposals

• Shareholders will vote on electing two Class II directors for three-year terms, approving executive compensation, and ratifying Deloitte & Touche LLP as auditor for 2025.

• Board recommends voting FOR all proposals.

• Plurality required for director election; majority of shares cast required for other proposals.

• Shareholder proposals for the 2026 meeting must be submitted by April 17, 2026.

Board of directors and corporate governance

• Board consists of six members divided into three classes; two directors (Denis and Persofsky) are nominated for re-election.

• Richard D. Moss resigned effective prior to the 2025 meeting.

• All directors except the Executive Chairman are independent under Nasdaq rules.

• Board committees include Audit, Compensation, and Nominating, all with independent members.

• Board encourages, but does not require, director attendance at annual meetings.