DEF 14A: Healthy Choice Wellness Corp. Sets 2025 Annual Meeting Agenda

Healthy Choice Wellness Corp. announces its 2025 annual stockholders meeting to be held virtually on December 31, 2025, to elect a Class I director and ratify UHY LLP as its independent auditor.

Summary

• The 2025 annual meeting of stockholders for Healthy Choice Wellness Corp. will be held virtually via live audio webcast on Wednesday, December 31, 2025, at 10:00 a.m. ET.
• Stockholders will be asked to elect one Class I director, Gary Bodzin, to serve a three-year term expiring in 2028.
• Stockholders will also be asked to ratify the appointment of UHY LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2025.
• The Board of Directors recommends the approval of both proposals.
• The Record Date for stockholders entitled to vote is December 1, 2025, with 18,165,750 shares of Class A common stock and 3,804,348 aggregate votes from Series A Convertible Preferred Stock outstanding.
• Executive compensation for 2024 was intertwined with Healthier Choices Management Corp. (HCMC) due to transitional arrangements, with approximately $0.7 million allocated to HCWC from HCMC's total executive compensation of $1.4 million.
• Non-employee directors receive a monthly fee of $1,000 and $1,500 for each meeting attended, with additional annual fees for committee chairs ($15,000 for audit, $10,000 for compensation).
• The Healthy Choice Wellness Corp 2024 Equity Incentive Plan, effective September 16, 2024, has an available share reserve of 1,400,000 shares, granted in February 2025, plus annual increases.
• Audit fees for UHY LLP were $456,488 in 2024 and $372,345 in 2023, with total fees (audit, audit-related, tax, other) amounting to $877,077 in 2024 and $660,403 in 2023.

Sentiment

Score: 6

Explanation: The filing is a standard proxy statement for an annual meeting, indicating routine corporate governance. The establishment of an equity incentive plan and the ongoing development of an independent compensation structure are positive steps for a recently spun-off company, suggesting a move towards greater operational independence and alignment of interests. However, the lack of specific financial performance updates or significant strategic announcements keeps the sentiment neutral to slightly positive, as it primarily addresses administrative matters.

Positives

• The company is holding a virtual annual meeting, enhancing stockholder access, participation, and communication while conserving resources and lowering costs.
• The Board of Directors recommends approval of both proposals, indicating internal alignment and confidence in the proposed actions.
• The company has established the 2024 Equity Incentive Plan to attract, retain, and motivate service providers, aligning their interests with the company's long-term financial success and stockholder value.
• The compensation program is designed with risk-limiting characteristics, such as competitive base pay and non-formulaic cash bonuses, to discourage excessive risk-taking.
• Gary Bodzin has been determined by the Board to be a qualified Audit Committee Financial Expert, ensuring robust financial oversight.
• All members of the Nominating and Corporate Governance Committee are independent under NYSE American listing standards.
• The company has adopted a comprehensive Code of Conduct and Ethics applicable to all employees, including executive officers, and the Board, promoting ethical governance.

Negatives

• Executive compensation for fiscal year 2024 remained intertwined with the former parent company, HCMC, indicating a transitional phase rather than fully independent compensation operations.
• No employment or other agreements are currently in effect with the named executive officers.
• No option, restricted stock, or other incentive equity awards of the company were outstanding for named executive officers at the 2024 fiscal year-end.
• The Nominating and Corporate Governance Committee did not meet during the fiscal year ended December 31, 2024.

Risks

• NA

Future Outlook

The company's compensation committee is actively developing and approving an independent compensation structure for executives that aligns with HCWC's business objectives and shareholder interests, following the spin-off from Healthier Choices Management Corp. The Stock Incentive Plan is designed to attract, retain, and motivate service providers and align them with the company's long-term financial success.

Management Comments

• "We have decided to hold this year's annual meeting virtually via live audio webcast on the Internet."
• "Our board of directors recommends the approval of each of the proposals."
• "This delivery process allows us to provide stockholders with the information they need, while at the same time conserving natural resources and lowering the cost of delivery."
• "We have designed our virtual format to enhance, rather than constrain, stockholder access, participation and communication."
• "Our compensation program for employees does not create incentives for excessive risk taking by our employees or involve risks that are reasonably likely to have a material adverse effect on us."

Industry Context

This filing is a standard proxy statement for an annual meeting, common across publicly traded companies. The virtual meeting format aligns with a broader industry trend towards digital shareholder engagement, offering convenience and cost savings. The company's recent spin-off from Healthier Choices Management Corp. (HCMC) indicates a transition towards independent operations, a common strategy for companies to unlock value or focus on core businesses. The establishment of an independent compensation structure and equity incentive plan are typical steps for a newly independent public entity to align management incentives with its specific strategic goals.

Comparison to Industry Standards

• The virtual annual meeting format is consistent with modern corporate governance trends, adopted by many public companies to increase accessibility and reduce logistical costs, aligning with practices seen in companies like Microsoft or Google.
• The director compensation structure, including monthly fees, meeting fees, and committee chair stipends, is a common model for non-employee directors in small to mid-cap public companies, comparable to practices at similar-sized firms in the wellness or consumer goods sectors.
• The 2024 Equity Incentive Plan, with its share reserve and annual increase mechanism, is a standard tool for attracting and retaining talent, similar to plans implemented by growth-oriented companies in competitive industries. The $500,000 annual compensation limit for non-employee directors is a common cap to ensure reasonable compensation and maintain independence, often seen in companies listed on NYSE American or NASDAQ.
• The audit committee's pre-approval policy for audit and non-audit services, along with the disclosure of fees, adheres to SEC and PCAOB requirements, reflecting standard best practices for auditor independence and financial oversight, comparable to any well-governed public entity.

Management Changes

Corporate Governance

Legal Proceedings

• NA

Related Party Transactions

• Executive compensation for the fiscal year 2024 remained intertwined with Healthier Choices Management Corp. (HCMC) due to transitional arrangements and shared leadership responsibilities following the spin-off. Approximately $0.7 million of the total $1.4 million executive compensation paid by HCMC was allocated to HCWC, reflecting the portion of executive time and services dedicated to HCWC's business, in accordance with the Transition Services Agreement (TSA).

Stakeholder Impact

• Shareholders will vote on key governance matters (director election, auditor ratification) at the virtual annual meeting, which aims to enhance their access and participation. The Stock Incentive Plan is designed to align management interests with shareholder value.
• Employees and management are impacted by the Stock Incentive Plan, which provides equity-based incentives for attraction, retention, and motivation. Executive compensation is transitioning to an independent structure.
• UHY LLP's appointment as the independent registered public accounting firm is subject to shareholder ratification, and their fees for audit and non-audit services are disclosed.

Next Steps

• Stockholders are to vote on electing Gary Bodzin as a Class I director at the annual meeting.
• Stockholders are to vote on ratifying UHY LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2025.
• The compensation committee will continue developing and approving an independent compensation structure for executive officers.
• The company will publish preliminary or final voting results in a Current Report on Form 8-K within four business days of the annual meeting.
• If stockholders do not ratify UHY LLP, the audit committee will reconsider its selection.
• Stockholders can submit proposals for the 2026 annual meeting by specific deadlines (August 6, 2026, for inclusion in proxy statement; September 1, 2026 October 1, 2026, for presentation).

Key Dates

Recommendation

This filing is a standard proxy statement for an annual meeting, primarily addressing routine corporate governance matters such as director elections and auditor ratification. It does not contain new financial performance data, significant strategic shifts, or other material information that would warrant a change in investment thesis. The company is still in a transitional phase post-spin-off, with executive compensation structures being formalized. Investors should hold their positions and await future filings that provide operational updates and financial results to assess the company's performance and strategic direction.

Keywords

Proxy Statement, Annual Meeting, Corporate Governance, Director Election, Auditor Ratification, Stockholder Vote, Executive Compensation, Equity Incentive Plan, SEC Filing, Healthy Choice Wellness Corp.