LifeMD (LFMD) Proxy filing summary

Executive summary

• The annual meeting is scheduled for June 12, 2026, and will be held virtually, allowing shareholders to vote and participate remotely.

• Shareholders will vote on the election of seven directors, ratification of the external auditor, approval of an amended equity plan, and authorization for meeting adjournment if needed.

• The proxy statement details board structure, executive compensation, audit matters, related party transactions, and equity plan amendments.

Voting matters and shareholder proposals

• Proposal 1: Elect seven directors to serve until the 2027 annual meeting.

• Proposal 2: Ratify PricewaterhouseCoopers LLP as the independent auditor for fiscal year 2026.

• Proposal 3: Approve the Fourth Amended and Restated 2020 Equity and Incentive Plan, increasing available shares by 3,000,000, removing the evergreen feature, and prohibiting repricing without shareholder approval.

• Proposal 4: Authorize the Chairman to adjourn the meeting if necessary.

• The board recommends voting FOR all proposals.

Board of directors and corporate governance

• The board consists of seven members, with five deemed independent under Nasdaq rules.

• Key committees: Audit, Compensation, and Nominating & Corporate Governance, each with independent directors.

• The board values diversity in skills, background, and experience, though no formal diversity policy exists.

• The Chairman also serves as CEO; independent directors can meet separately as needed.

• Board and committees met regularly in 2025, with high attendance.