Lindblad Expeditions Holdings Inc

This non-binding advisory proposal asks shareholders to approve the Company’s disclosed 2025 named executive officer compensation (the “say-on-pay” vote). Management is seeking shareholder endorsement to demonstrate support for its pay philosophy and to validate the Compensation Committee’s design and execution of the company’s pay programs, which in 2025 included base salary, cash annual incentives tied to Adjusted EBITDA and other operational metrics, and a mix of RSUs and performance-based PSUs as long-term incentives. The proxy materials disclose one-time hiring-related awards to the CEO (including a cash retention award and equity grant) and the Compensation Committee’s decision to emphasize PSUs (60%) over RSUs for certain officers to strengthen pay-for-performance alignment. The vote is advisory and non-binding, but the Board and Compensation Committee state they will consider the voting outcome in future decisions and engagements with investors. Management’s recommendation for FOR rests on its view that the compensation program aligns executive incentives with stockholder value through a combination of performance metrics, multi-year vesting, and clawback and ownership policies. Opposing views among investors typically focus on large one-time awards or perceived misalignment between realized pay and TSR, although the Company highlights robust governance processes, use of an independent compensation consultant, and a track record of engagement with stockholders (noting an 84% support for a prior say-on-pay). The outcome informs future plan design and investor outreach but does not change 2025 pay already paid or awarded; thus the principal practical effect is directional guidance to the Board on investor acceptance of compensation practices.

This item grants the named proxies discretionary authority to vote on any additional matters that may properly come before the virtual annual meeting. The proxy statement indicates the Board does not intend to present matters beyond the enumerated proposals (director elections, advisory say-on-pay, and auditor ratification), but preserves the ability for proxy holders to act in the event other business arises. From a governance perspective, this is a routine, permissive authorization enabling the meeting to handle unforeseen but proper proposals without reconvening; it is customary to include such language to allow proxies to exercise judgment on procedural or unexpected items. Shareholders should be aware that the proxies will use their best judgment and vote in accordance with the Board’s recommendations unless otherwise directed by the shareholder, and that broker non-votes may occur for matters where brokers lack discretionary voting authority. The practical impact is limited when no additional matters are presented, but if substantive additional proposals were brought at the meeting, this item would determine whether those matters can be acted upon by the assembled vote. For institutional investors focused on specific governance changes, the presence of discretionary voting authority reinforces the importance of submitting timely voting instructions to brokers or voting directly to ensure shareholder intent is recorded. The Board’s stated practice is to solicit proxies in favor of the matters it expects and to permit discretionary voting for unforeseen items to ensure continuity and ability to address last-minute procedural issues.