Natural Health Trends (NHTC) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 6, 2025, to elect five directors and ratify the appointment of CBIZ CPAs P.C. as the independent auditor for 2025.

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

• Shareholders of record as of March 14, 2025, are eligible to vote on the proposals.

Voting matters and shareholder proposals

• Shareholders will vote on the election of five directors and the ratification of CBIZ CPAs P.C. as the independent auditor.

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

• Shareholder proposals for the 2026 meeting must be submitted by November 24, 2025, with specific advance notice requirements for nominations and other business.

Board of directors and corporate governance

• Board expanded to five members in July 2024; Lucy N. Nduati was elected as a new director.

• Three directors are considered independent under Nasdaq rules; all committee members are independent.

• Board met four times in 2024; all directors attended at least 75% of meetings.

• Committees include Audit, Compensation, and Nominating and Corporate Governance, each with defined charters and responsibilities.

• Board encourages diversity in director nominations and considers a range of factors including experience, skills, and background.

• Communication channels are available for shareholders to contact the board or committees.

• Insider trading and hedging by employees and directors are prohibited; a Code of Ethics is in place.