Where Food Comes From (WFCF) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for April 10, 2025, with shareholders voting on director elections, auditor ratification, and a new equity incentive plan.

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

• Shareholders of record as of February 10, 2025, are eligible to vote, with 5,233,142 shares outstanding.

Voting matters and shareholder proposals

• Shareholders will vote on electing six directors, ratifying the independent auditor, and approving the 2026 Equity Incentive Plan.

• Each share is entitled to one vote; plurality is required for director elections, and a majority for other proposals.

• Shareholder proposals for the 2026 meeting must be submitted by January 10, 2026.

Board of directors and corporate governance

• The board consists of six nominees, including founders John and Leann Saunders, and four independent directors.

• Board committees (Audit, Compensation, Nominating/Governance) are composed solely of independent directors.

• The board regularly reviews its structure, director qualifications, and succession planning.

• Director compensation includes meeting fees and stock grants; diversity and experience are emphasized in nominations.