Lifemd Inc

This proposal asks stockholders to approve the Fourth Amended and Restated 2020 Equity and Incentive Plan, which would add 3,000,000 shares to the plan, eliminate the plan’s automatic annual evergreen increase, remove certain liberal share-recycling/counting practices, and ban repricing of options and SARs without shareholder approval. Management seeks shareholder approval primarily to ensure the company has adequate equity availability to attract, retain and incentivize employees, directors and consultants as the business scales, while simultaneously strengthening plan governance by removing an evergreen feature that automatically increases the pool and by limiting future repricings. The company provides context showing its current overhang and usage metrics (approximately 1,971,253 outstanding awards and 978,818 available shares as of April 22, 2026), a three-year average burn rate of ~3.5%, and that approval would raise potential pool to roughly 11.11% of outstanding shares. The amendment is presented as a balance between the company’s operational need for equity-based compensation in a competitive market (including AI and healthcare talent), and governance improvements intended to protect shareholders (e.g., prohibition on repricing and limiting liberal share counting). While adding shares dilutes existing holders over time, management emphasizes that the board will manage grant practices and monitor burn rate to mitigate dilution and that the removal of the evergreen feature reduces uncontrolled automatic future dilution. The proposal also ties into compensation philosophy and talent strategy: equity awards are described as essential for aligning employees with long-term shareholder value and for competing for specialized talent. The Board’s unanimous recommendation to vote FOR reflects its view that the net effect — additional controlled share capacity combined with governance constraints like no repricing without approval — is in the best interests of the company and its stockholders. Investors should weigh the incremental dilution risk against the company’s stated needs to recruit and retain personnel and the stated governance concessions that limit certain potential management actions under the plan.

This proposal requests authorization for the Chairman to adjourn the Annual Meeting to a later date, if necessary, to obtain a quorum or solicit additional votes. Management seeks this authority as a routine procedural matter that provides flexibility to ensure that shareholder decisions can be finalized, particularly if vote counts are close or if a quorum has not been achieved at the scheduled meeting time. The authority typically allows the company to continue solicitation and to reconvene the meeting without requiring a new notice period, which can be important if additional outreach to holders or proxies is needed to avoid delays or to ensure that shareholder-elected actions reflect a fuller voter turnout. While it grants discretion to the Chair, the measure is customary and limited in scope; the proxy statement discloses vote thresholds and effects of abstentions, and there are no unusual delegations beyond standard adjournment authority. From a governance perspective, investors should note that adjournment power can be used strategically to solicit votes, but it is also a protection against technical failures to achieve a quorum or against unforeseen circumstances. The Board’s unanimous recommendation to vote FOR reflects the practical necessity of this authority to enable orderly conduct of the meeting and ensure shareholder votes are properly collected and counted. Procedurally, the vote requires a majority of shares present in person or by proxy at the meeting, and abstentions will have the effect of votes against the proposal.