Sonoma Pharmaceuticals Inc

This management proposal requests a non-binding advisory vote approving the compensation paid to the Company’s Named Executive Officers for the fiscal year ended March 31, 2026, as disclosed in the proxy materials. Management frames this as a reaffirmation that the Compensation Committee’s approach—combining base salary, annual incentive bonuses, and long-term equity awards—aligns executive incentives with the Company’s strategic and financial objectives while balancing cash preservation for a smaller reporting company. The Board emphasizes that compensation programs are designed to attract and retain leadership, reward past performance, and motivate future performance, and that the Compensation Committee will consider the advisory vote’s outcome in future decisions. The resolution’s language is the standard SEC-prescribed say-on-pay formulation; its advisory nature means it does not change contractual terms but signals shareholder support or dissent that the Board will consider. Key context includes the Company’s history of weighting compensation toward equity due to working capital constraints and recent adjustments to named officers’ salaries and equity grants described in the filing. Risks for investors include potential misalignment if performance metrics are insufficiently rigorous or if equity-heavy pay further dilutes or transfers risk to shareholders; conversely, equity grants can align long-term interests. Given the Board’s stated commitment to consider the advisory vote, a FOR vote supports management continuity and its current compensation philosophy; a significant vote against could trigger engagement and potential changes in plan design or disclosure. The Board recommends FOR, citing disclosure that ties short- and long-term incentives to measurable corporate and individual goals and emphasizing alignment with stockholder value creation.

This management proposal seeks authorization to adjourn the Annual Meeting for the purpose of establishing a quorum or to permit additional solicitation of proxies if there are insufficient votes to approve any proposal at the time of the meeting. Functionally, it is a procedural tool that preserves the Board’s and management’s ability to continue outreach to shareholders and solicit additional votes without having to reconvene a separate meeting, thereby reducing administrative and logistical burden. The proposal is typically routine but is strategically important in close contests or when broker non-votes are present; it protects stockholder interests by allowing more time for informed decision-making but can also be used by management to seek a more favorable outcome. The filing discloses that such an adjournment can be made with notice provided only by announcement at the meeting, and that stockholders who previously submitted proxies may revoke them prior to the proxies being used—this maintains shareholder control while enabling further solicitation. Vote required is a majority of shares present and entitled to vote; the Board recommends FOR to ensure flexibility to secure a quorum and sufficient votes for substantive proposals. From a governance perspective, investors should monitor how often the company relies on adjournments and whether adjournments are used to materially alter outcomes versus facilitating broader participation. Given the Company’s small-shareholder base and the potential for broker non-votes on non-routine items, the adjournment authority can be a practical mechanism to achieve representative voting outcomes when necessary.