Leafly (LFLY) Proxy Filing summary

Executive summary

• The 2024 Annual Meeting will be held virtually on July 25, 2024, with all stockholders able to participate online and vote electronically.

• Stockholders will vote on electing two Class III directors for three-year terms, ratifying the appointment of Marcum LLP as independent auditor, and any other business that may arise.

• The record date for voting is May 29, 2024, with 2,464,106 shares of common stock outstanding and entitled to vote.

• Proxy materials are distributed electronically to reduce costs, with paper copies available upon request.

Voting matters and shareholder proposals

• Proposal 1: Elect two Class III directors (Jeffrey Monat and Andres Nannetti) to serve until 2027.

• Proposal 2: Ratify Marcum LLP as independent registered public accounting firm for 2024.

• Board recommends voting FOR all director nominees and FOR the auditor ratification.

• Shareholder proposals for the 2025 meeting must be received by February 11, 2025, and director nominations must follow bylaw notice periods.

Board of directors and corporate governance

• The board consists of five members divided into three classes, with a majority being independent under Nasdaq rules.

• Committees: Audit, Compensation, and Nominating & Corporate Governance, all composed entirely of independent directors.

• Board diversity includes one female and four male directors, with representation from Asian and Hispanic/Latinx backgrounds.

• Alan Pickerill serves as Board Chair, and the board structure is designed for effective oversight and flexibility.

• Directors are expected to attend all meetings; in 2023, all directors attended 100% of meetings.