Leafly (LFLY) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on May 28, 2025, with all stockholders able to participate online and vote electronically.

• Key proposals include electing a director, changing the company name, approving a reverse stock split and authorized share reduction, and potential adjournment to solicit more votes.

• The reverse stock split aims to reduce the number of shareholders below 300, allowing the company to deregister from the SEC and suspend public reporting obligations, saving an estimated $1.8–$2 million annually.

• Shareholders holding fewer than the split ratio (1 for 200 to 1 for 500) will be cashed out at $0.28 per share, a premium to recent trading prices.

• The board unanimously recommends voting in favor of all proposals.

Voting matters and shareholder proposals

• Proposal 1: Elect Yoko Miyashita as Class I director for a three-year term.

• Proposal 2: Advisory vote to change the company name to Leafly.com Holdings, Inc.

• Proposal 3: Approve a reverse stock split (1:200–1:500) and reduce authorized shares; enables going private.

• Proposal 4: Approve adjournment of the meeting if more votes are needed for Proposal 3.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of four members, with two independent directors.

• Board committees (Audit, Compensation, Nominating/Governance) are majority or fully independent.

• Board leadership is separated, with an independent chair.

• Corporate governance guidelines and policies are in place, including anti-hedging and insider trading policies.