Hf Foods Group Inc

This proposal requests a non-binding, advisory approval of the compensation paid to the Company’s named executive officers as disclosed in the proxy statement (the 'say-on-pay' vote). Management seeks this endorsement to validate its compensation framework, which emphasizes pay-for-performance through a mix of base salary, annual incentives tied to financial and initiative-based goals, and long-term equity incentives (RSUs and PSUs) with multi-year performance metrics. The Board and Compensation Committee state that their program aligns executives’ interests with shareholders via performance-based equity and retains key leadership during a strategic transformation that includes ERP implementation, a new facility opening and operational restructuring. The advisory vote is not binding, but management will consider the outcome when setting future compensation; the proxy notes that 87% of votes supported the say-on-pay resolution in 2025, which management views as shareholder endorsement. From a governance perspective, the proposal is routine but important: it gives investors a mechanism to express satisfaction or concerns about pay design, goal-setting rigor, severance/change-in-control provisions (including double-trigger vesting for later awards), and disclosure clarity. A 'for' vote signals support for the Board’s approach to aligning incentive design with growth, adjusted EBITDA and share-price targets; a 'against' or low support outcome could prompt the Compensation Committee to revisit metrics, target calibrations, disclosure, or severance practices. The Board recommends approval to maintain continuity in incentive structures that it believes are calibrated to the company’s turnaround goals, while acknowledging the advisory nature of the vote and that it will consider investor feedback in future cycles.

This management proposal asks stockholders to indicate, on a non‑binding basis, their preferred frequency for future advisory votes on executive compensation — one year, two years, or three years — with the Board explicitly recommending an annual (one‑year) frequency. Management favors annual votes to provide more frequent and timely shareholder feedback on compensation practices, particularly during the Company’s ongoing strategic transformation and evolving executive pay program. For investors, the choice balances responsiveness (annual votes allow quicker course correction) against administrative burden and potential short‑termism concerns; proponents of multi‑year votes often argue they encourage longer‑term decision‑making, while proponents of annual votes argue they enhance accountability and investor engagement. The proxy states the frequency option receiving the most votes will be considered the preferred frequency, though the result is advisory and not binding on the Board or Compensation Committee. Given recent high support for say‑on‑pay (87% in 2025) and the Company’s active use of multi‑year PSUs and performance metrics, the Board believes annual votes strike the right balance between shareholder oversight and management’s ability to implement multi‑year incentives. A plurality outcome for 'one year' would reinforce management’s current practice of annual engagement on compensation; a contrary outcome could prompt the Board to recalibrate its outreach and disclosure cadence. Investors should weigh the governance tradeoffs — frequency of accountability versus potential encouragement of short‑term metric focus — when casting their preference.