HF Foods Group (HFFG) Proxy filing summary

Executive summary

• Annual meeting scheduled for June 5, 2026, to be held virtually, with voting on key governance and compensation matters.

• Fiscal year 2025 saw net revenue of $1.23 billion (up 2.2%), gross profit of $207.6 million (up 1.2%), and adjusted EBITDA of $45 million (up 6.9%).

• Strategic transformation included ERP implementation, IT controls remediation, sales operations restructuring, and expansion with a new Southeast U.S. facility.

• Focus for 2026 includes leveraging brand strength, pursuing M&A, and driving efficiency and cross-selling.

Voting matters and shareholder proposals

• Election of four directors to serve until the 2027 annual meeting.

• Ratification of BDO USA, P.C. as independent auditor for 2026.

• Advisory vote on executive compensation (say-on-pay) and on the frequency of future say-on-pay votes.

• Board recommends voting for all director nominees, auditor ratification, executive compensation, and annual say-on-pay frequency.

Board of directors and corporate governance

• Board reduced from five to four members in March 2026; current nominees are Xi "Felix" Lin, Richard Diaz, Dennis Lam, and Jeffery Taylor.

• Three of four directors are independent; all committees (Audit, Compensation, Nominating, Special Transactions) are composed of independent directors.

• Board leadership structure separates CEO and Chairperson roles; no current Chairperson or Lead Independent Director.

• 100% director attendance at board and committee meetings in 2025.

• Code of Conduct and Supplier Code of Conduct in place; insider trading policy prohibits hedging and speculative transactions.