Cea Industries Inc

This advisory proposal asks stockholders to approve, on a non-binding basis, the compensation of the Company’s named executive officers as described in the proxy. Management seeks this vote to satisfy Section 14A of the Exchange Act and to obtain stockholder feedback on executive pay; the Board previously adopted a triennial Say-on-Pay frequency (next vote expected in 2029). The proposal does not change compensation arrangements directly — it is advisory — but a negative vote would prompt the Board to reevaluate executive pay policies and disclosures. The Board recommends a vote FOR, stating it will carefully consider the outcome while noting the vote is non-binding. Contextual factors include leadership transition during the fiscal year, the use of significant equity-based compensation in recent periods, and pay elements tied to retention and transition arrangements disclosed in the proxy. For institutional investors, the advisory vote is a governance signal about alignment of pay with performance, particularly important given recent CEO and CFO changes and substantial one-time transition and inducement payments disclosed. A FOR vote supports management’s view that current disclosure and compensation design appropriately balance retention, alignment with stockholder interests, and the Company’s operational needs; an AGAINST vote would likely trigger engagement and potential design or disclosure changes. Because the vote is advisory, its material corporate effect depends on how the Board responds; the Board’s stated commitment to consider results reduces but does not eliminate investor leverage.

This management proposal seeks shareholder approval of the 2025 Equity Incentive Plan, a board-adopted equity program authorizing 525,000 shares and covering restricted stock unit awards already approved conditionally by the Board. Management says the 2025 Plan was adopted amid significant corporate activity — notably a PIPE financing and leadership retention and transition initiatives — and that board approval is necessary to implement previously granted RSU awards and to provide retention incentives. If approved, the RSUs covering 524,999 shares will vest the day after shareholder approval and be settled in shares; if rejected, those awards will not vest or be implemented. The Board positions the plan as necessary to retain key personnel and align executive, director and employee interests with stockholders during a transition period and to support the Company’s strategic objectives. Material tax consequences and administration details are disclosed; the Plan is administered by the Board or a delegated committee and provides customary terms (vesting, forfeiture, settlement). The Board recommends FOR largely to validate awards already granted and to preserve the Company’s ability to use equity compensation to support retention and alignment following recent financing and leadership changes. Investors should weigh the concentration of recently granted awards (almost the entire reserve was pre-granted) and the timing in which the plan was adopted during corporate transactions when assessing dilution and governance implications.

This management proposal requests shareholder approval of the 2026 Equity Incentive Plan, which would authorize 2,400,000 shares (approximately 5.8% of outstanding stock as of June 22, 2026) for future equity awards. Management argues the new plan is necessary because existing plans have only ~10,327 shares available and the Company needs a multi-year reserve to attract, retain and incentivize employees, officers and directors without frequent shareholder refreshes. The Board and Compensation Committee evaluated plan size against hiring forecasts, historic equity usage, dilution impact and comparable company practices, and incorporated governance protections including no repricing without shareholder approval, limits on liberal share recycling, no dividends on unvested awards, and no evergreen replenishment. The 2026 Plan contemplates grants of ISOs, nonqualified options, SARs, restricted stock, RSUs and other awards and will be administered by an independent Compensation Committee, which the Board views as a governance strength. If rejected, management warns the Company’s ability to grant competitive equity will be constrained, potentially impacting recruiting and retention. The Board unanimously recommends FOR, citing the need for a two- to three-year equity runway and balanced dilution considerations. Investors should assess the proposed reserve size and governance features against expected hiring and dilution, noting that while protections are included, a sizable share reserve implies potential near-term dilution depending on grant pacing.

This management proposal asks stockholders to grant the Board authority to adjourn the Special Meeting, if needed, to permit further solicitation of proxies to achieve sufficient votes to approve the agenda items. Management seeks this authorization as a procedural safeguard to enable reconvening without additional mailed notice (for adjournments under 60 days) and to avoid having to revisit substantive proposals in a separate meeting. The Board recommends FOR, explaining that adjournment authority helps ensure the Company can obtain quorum and sufficient support to implement corporate actions, especially where broker non-votes or abstentions may affect outcomes. The proposal does not change substantive corporate terms; it is a standard procedural mechanism used to continue meetings when votes are insufficient. From a governance perspective, granting adjournment authority can be neutral to beneficial: it preserves the Board’s ability to solicit additional outreach and engagement rather than abandoning proposals that management believes are in the Company’s strategic interest. Opponents occasionally view adjournment power as a means to persist in soliciting votes despite weak support, so investors may consider whether management has legitimate reasons to expect changed votes upon further solicitation. Given the context of multiple non-routine proposals on equity plans and advisory compensation, the Board considers the adjournment authority prudent to ensure orderly consideration and potential approval of those matters.