S&W Seed Company (SANW) Proxy Filing summary

Executive summary

• Annual meeting scheduled for December 17, 2024, to be held virtually; advance registration required to attend and vote online.

• Four key proposals: election of four directors, ratification of Grant Thornton LLP as auditor, advisory approval of executive compensation, and approval of the Amended and Restated 2019 Equity Incentive Plan.

• Board recommends voting FOR all proposals.

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

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of four directors, (2) ratification of Grant Thornton LLP as auditor for FY ending June 30, 2025, (3) advisory approval of executive compensation, and (4) approval of the Amended and Restated 2019 Equity Incentive Plan.

• Board recommends FOR all proposals; only shareholders of record as of November 1, 2024, may vote.

• Shareholders may submit proposals for the 2025 meeting by July 10, 2025.

Board of directors and corporate governance

• Board to be reduced from six to four members to streamline structure and reduce costs.

• All nominees except Mr. Wong are independent under SEC and Nasdaq rules.

• Board committees: Audit, Compensation, Nominating and Governance, and Finance; all have written charters and independent members.

• Board diversity matrix provided; majority of directors are male and white.

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