Urban-gro Inc

This proposal asks stockholders to approve a second amendment to the Company’s 2021 Omnibus Stock Incentive Plan to add 5,000,000 shares to the plan and to raise the per-participant award cap from 100,000 to 500,000 shares per calendar year. Management seeks shareholder approval to ensure the Company can continue granting equity awards that are meaningful in value despite a decline in the Company’s stock price and to maintain a broad-based equity compensation approach intended to retain employees and align their interests with stockholders. The filing notes historical amendments and that after prior amendments 3,500,000 shares were available; the proposed increase would represent roughly 31% of outstanding shares as of January 13, 2026, and restore the economic incentive the Board originally intended. The amendment also increases the individual award limit to allow larger single grantee awards, which management says are necessary to recruit or retain key personnel and to permit effective long-term incentive grants. The Board emphasizes that without the Share Increase the Company might need to rely more on cash compensation, which could harm financial results and reduce alignment with shareholders. The proposal would permit the Compensation Committee broad discretion over grants, vesting and administration subject to plan limits and applicable law; it also includes typical anti-dilution and adjustment provisions. Approval requires a majority of votes cast; if not approved, no new shares will be added and the individual award cap will remain at 100,000. The Board recommends FOR, acknowledging dilution risk but arguing the competitive and alignment benefits outweigh it.

This advisory "say-on-pay" proposal asks stockholders to approve the overall compensation of the Company’s named executive officers as disclosed in the proxy, including the Summary Compensation Table and related narrative. Management frames the program as designed to attract, retain and incentivize qualified executives and to align executive interests with long-term shareholder value through equity awards and performance-based elements. The vote is non-binding; however, the Board and Compensation Committee state they will review and consider the outcome when making future compensation decisions. The filing places the proposal in the context of the Company’s compensation philosophy, the Compensation Committee’s role, and recent pay practices (including equity grants and retention incentives), and it discloses pay-versus-performance information required by SEC rules. A majority of votes cast is required for advisory approval; broker non-votes and abstentions are not counted. The Board recommends a FOR vote, arguing the program is appropriate for a smaller reporting company and aligned with corporate objectives, while acknowledging it will consider stockholder views reflected in the advisory result.

This proposal asks stockholders to authorize an amendment to the Charter permitting the Board to implement, at its discretion, a reverse stock split of between 1-for-2 and 1-for-25, with the exact ratio and effective time to be selected by the Board within 12 months if approved. Management’s stated purpose is to increase the per-share trading price to regain compliance with Nasdaq’s $1.00 minimum bid price rule and other listing requirements (and to satisfy conditions related to a proposed merger with Flash), after the Company received Nasdaq deficiency and determination letters and obtained an extension and hearing. The filing details Nasdaq non-compliance events, extensions granted, and the risk of delisting and the adverse effects delisting could have on financings, liquidity, business relationships and employee recruitment. The Board argues that a reverse split is the most likely effective means to raise the per-share price within the compliance window, but reserves the right to abandon the split if it later deems it not in stockholders’ best interests. The proposal describes mechanics for fractional shares (cash in lieu), effects on options, warrants and plan share counts (proportionate adjustments), and potential risks including that the split might not achieve lasting price improvement, could reduce liquidity, and might create odd-lot holdings. The Certificate of Amendment language and procedural details are provided; approval requires a majority of outstanding shares, and the Board recommends FOR to preserve Nasdaq listing and facilitate strategic transactions while acknowledging dilution and liquidity trade-offs.

This proposal requests stockholder approval to amend the Charter to increase authorized common shares from 30,000,000 to 200,000,000 (total authorized shares would be 203,000,000 including 3,000,000 preferred). Management argues this increase provides flexibility to finance the business, support grants under equity plans, facilitate potential strategic transactions (including the proposed merger described in the Reverse Stock Split proposal), and avoid delays and costs of seeking further shareholder approval in future. The filing discloses that as of January 13, 2026, 17,750,640 shares were issued and approximately 11.4 million remained available; expanding authorization would create a large pool of unissued shares available for many corporate purposes. The Board acknowledges potential adverse effects — dilution of existing holders, reduced voting power, and the possibility of discouraging takeover attempts — but concludes that the strategic and operational flexibility outweighs those risks. If approved, the amendment becomes effective upon filing with Delaware; if not approved, the number of authorized shares remains unchanged. Approval requires a majority of outstanding shares; the Board recommends FOR.

This procedural proposal asks stockholders to grant the proxies the authority to adjourn the Annual Meeting to a later date to solicit additional votes if, at the scheduled meeting time, there are insufficient votes to approve one or more matters. Management seeks this authority to provide the Board flexibility to continue proxy solicitation efforts, potentially avoid a failed vote, and secure requisite approvals without reconvening a separate special meeting. The proposal explains that approval would permit adjournment even if a majority of votes present have voted against certain proposals, enabling targeted outreach to change votes. The required vote is a majority of votes cast; abstentions and broker non-votes are not counted in the tally for this proposal. The Board recommends FOR, emphasizing the administrative and cost benefits of using adjournment to solicit additional proxies, though noting it could delay final action on the matters being voted.