Jones Soda (JSDA) Proxy Filing summary

Executive summary

• Annual meeting scheduled for July 18, 2025, will be held virtually, allowing shareholders to vote and submit questions online.

• Shareholders as of May 21, 2025, are eligible to vote on director elections, executive compensation, and auditor ratification.

• Proxy materials are available online to reduce costs and environmental impact.

Voting matters and shareholder proposals

• Shareholders will vote on electing five directors for a one-year term, an advisory vote on 2024 executive compensation, and ratification of the independent auditor for 2025.

• Board recommends voting in favor of all proposals.

• Shareholder proposals for the 2026 meeting must be submitted by February 5, 2026, for inclusion in the proxy statement.

Board of directors and corporate governance

• Board consists of five directors, all elected annually, with a mix of industry, financial, and operational expertise.

• Board leadership structure currently separates the roles of Chairman and CEO, with an independent Chairman.

• Committees include Audit, Compensation and Governance, and Mergers and Acquisitions and Investments.

• Board and committees met regularly in 2024, with high attendance rates.

• Director selection emphasizes diversity, independence, and relevant experience.