Natural Health Trends (NHTC) Proxy filing summary

Executive summary

• Annual meeting scheduled for May 7, 2026, with voting on director elections, a new equity incentive plan, and auditor ratification.

• Proxy materials are primarily distributed electronically to reduce costs and environmental impact.

• Shareholders of record as of March 10, 2026, are eligible to vote; each share has one vote, with no cumulative voting.

Voting matters and shareholder proposals

• Four directors are nominated for election; two current directors are not standing for re-election, and one new nominee is proposed.

• Proposal to approve the 2026 Equity Incentive Plan, replacing the expiring 2016 plan, authorizing 1,100,000 shares for awards.

• Proposal to ratify CBIZ CPAs P.C. as the independent auditor for 2026.

• Shareholder proposals for the 2027 meeting must be submitted by November 24, 2026.

Board of directors and corporate governance

• Board consists of five members, with three considered independent under Nasdaq rules.

• Board committees (Audit, Compensation, Nominating and Corporate Governance) are fully independent.

• Board met four times in 2025; all directors attended at least 75% of meetings.

• Chairman organizes board work and ensures access to information.

• Stockholders can communicate with the board via email or mail; no policy on director attendance at annual meetings.