Turning Point Brands (TPB) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on May 4, 2026, with stockholders able to participate and vote online using a unique control number.

• Stockholders will vote on electing ten directors, ratifying KPMG LLP as the independent auditor, and approving executive compensation on an advisory basis.

• Proxy materials, including the annual report, are available online, and multiple voting methods are provided for convenience.

Voting matters and shareholder proposals

• Proposals include: election of ten directors for one-year terms, ratification of KPMG LLP as auditor, and a non-binding say-on-pay vote for executive compensation.

• The Board recommends voting FOR all director nominees, FOR auditor ratification, and FOR executive compensation approval.

• Stockholders may submit proposals for the 2027 meeting by November 25, 2026, following SEC and bylaw requirements.

Board of directors and corporate governance

• The Board consists of ten members with diverse backgrounds and skills, including a majority who self-identify as women or people of color.

• Board leadership separates the CEO and Executive Chairman roles, with a Lead Independent Director ensuring independent oversight.

• Three standing committees: Audit, Compensation, and Nominating & Governance, all composed of independent directors.

• Directors receive annual cash retainers and RSUs; committee chairs and the Lead Independent Director receive additional compensation.

• Corporate governance guidelines, code of ethics, and insider trading policies are in place.