Mama's Creations Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect five directors to the Board to serve one-year terms until the next annual meeting or until their successors are elected.

2. 2

   Ratification of Selection of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the Audit Committee's selection of UHY LLP as the Company's independent registered public accounting firm for the fiscal year ending January 31, 2027.

3. 3

   Non-Binding Advisory Vote to Approve Executive Compensation (Say-on-Pay

   ManagementBoard: FOR

   Advisory, non-binding vote to approve the compensation of the Company's named executive officers as disclosed in this proxy statement, including the Compensation Discussion and Analysis and related tables and narrative.

   More detail

   This advisory proposal asks shareholders to approve, on a non-binding basis, the compensation paid to the Company’s named executive officers as disclosed in the proxy statement. Management is seeking this vote to reaffirm investor support for its pay-for-performance philosophy and to provide the People and Compensation Committee with feedback to consider when setting future pay practices. The Company frames its program as balanced between short-term cash incentives tied to net revenue, adjusted EBITDA and gross margin metrics and longer-term equity awards (RSUs and PSUs) intended to align executives’ interests with long-term stockholder value and retention objectives. The Board notes previous strong shareholder support (approximately 98% in 2025) and emphasizes features intended to limit excessive risk, including multiple performance metrics, multi-year vesting on equity awards, and clawback/recoupment policies. Management also highlights recent compensation decisions tied to an acquisition and certified performance outcomes that affected PSU payouts, demonstrating linkages between pay and company performance. The People and Compensation Committee retains discretion over plan design and has used external data and internal review to calibrate pay levels; the advisory vote is non-binding but informs future decisions. Opposing arguments (not present as a shareholder proposal) would typically focus on the size of long-term awards or potential dilution from large PSU opportunities; management’s counter is that awards are calibrated to market and tied to measurable performance thresholds. Given the Company’s explanation of metrics, governance safeguards, and past high shareholder support, the Board recommends a FOR vote to validate its compensation approach and gather investor feedback for future cycles.

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When is the Mama's Creations Inc 2026 annual meeting?

Mama's Creations Inc (MAMA) holds its 2026 annual shareholder meeting on Thursday, July 2, 2026.

What is the record date for the Mama's Creations Inc 2026 meeting?

The record date for the Mama's Creations Inc 2026 meeting is Wednesday, May 6, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Mama's Creations Inc's 2026 meeting?

The board is presenting 5 director nominees at the Mama's Creations Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Mama's Creations Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Mama's Creations Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.