iPower (IPW) Proxy Filing summary

Executive summary

• Annual meeting scheduled for April 13, 2026, with virtual access for shareholders.

• Six key proposals up for vote, including director elections, auditor ratification, executive compensation, and major stock issuances for acquisitions.

• Proxy materials distributed to shareholders of record as of February 12, 2026.

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

Voting matters and shareholder proposals

• Election of five directors to serve one-year terms.

• Ratification of HTL International, LLP as independent auditors for fiscal year ending June 30, 2026.

• Advisory vote on executive compensation (say-on-pay).

• Approval to issue more than 20% of outstanding stock for acquisitions of custom product businesses and ecommerce brands, each valued up to $3 million, to be completed within three months of approval.

• Proposal to allow adjournment of the meeting to solicit additional votes if necessary.

• Shareholder proposals for the next annual meeting must be submitted by October 30, 2026.

Board of directors and corporate governance

• Board consists of five members, including three independent directors.

• Committees: Audit, Compensation, and Nominating & Corporate Governance, each with defined charters and independent membership.

• No family relationships among directors or officers; no recent legal or regulatory issues.

• Code of Business Conduct and Ethics, insider trading policy, and clawback policy in place.

• Directors receive annual cash and RSU compensation; Audit Committee chair receives additional retainer.