Turning Point Brands Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect ten directors to the Board of Directors, each to hold office for a one-year term.

2. 2

   Ratification of the Appointment of the Company’s Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

3. 3

   Advisory Vote to Approve Named Executive Officer Compensation (“Say on Pay”

   ManagementBoard: FOR

   A non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.

   More detail

   This management proposal asks stockholders to cast a non-binding, advisory vote approving the Company’s 2025 disclosed compensation for the named executive officers. Management is seeking shareholder approval to confirm that its executive pay program — which combines base salary, annual cash bonuses tied to performance, time-based RSUs and performance-based RSUs/PSUs, and deferred compensation options — reflects appropriate alignment with company performance and long-term shareholder interests. The Company highlights design features intended to align pay and performance, including multi-year PRSUs tied to cumulative adjusted EBITDA growth, time-based RSUs that vest over multiple years, and a clawback policy adopted in 2023; the CEO’s 2025 bonus was paid in RSUs to further align incentives with long-term value. The advisory vote is non-binding, but the Board and Compensation Committee state they will consider the voting outcome when setting future compensation. Contextually, the Company received strong prior support — the 2025 say-on-pay was approved by 92.6% of votes cast — which management cites as evidence of shareholder endorsement of their approach. The Board’s recommendation to vote FOR is framed around retention and incentivization needs (including recent retention awards and the NQDCP), competitive benchmarking, and promoting long-term value creation while seeking to limit excessive risk-taking through governance and committee oversight. Given the advisory nature, a FOR vote signals shareholder acceptance of the current compensation philosophy and metrics; a significant negative vote would prompt the Board and Compensation Committee to re-evaluate plan design, disclosures, and governance practices.

Upcoming shareholder meetings at Turning Point Brands Inc’s closest sector peers — compare boards, ballots, and ownership across the cohort.

When is the Turning Point Brands Inc 2026 annual meeting?

Turning Point Brands Inc (TPB) holds its 2026 annual shareholder meeting on Monday, May 4, 2026.

What is the record date for the Turning Point Brands Inc 2026 meeting?

The record date for the Turning Point Brands Inc 2026 meeting is Thursday, March 12, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Turning Point Brands Inc's 2026 meeting?

The board is presenting 10 director nominees at the Turning Point Brands Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Turning Point Brands Inc 2026 meeting?

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