GrowGeneration Corp

The Company’s bylaws provide that the size of the Board is determined from time to time by resolution of the Board but may not consist of less than one director or more than ten directors. As of the date of this Proxy Statement, the Board has five members. The Company does not have a classified Board, so each director must stand for re-election annually. If any member or nominee is unable to serve as a director, or if any director leaves the Board between Annual Meetings, the Board may reduce the number of directors or elect an individual to fill the resulting vacancy.

The Board does not currently maintain any formal policy regarding board refreshment, such as age or term limits. Instead, the Board believes that it is in the Company’s and its shareholder’s best interest to maintain flexibility to help the Company retain the most qualified candidates to serve on the Board. The Governance Committee and the Board do, however, consider age and tenure when evaluating directors to be recommended for nomination or nominated to the Board.

In connection with the Governance Committee’s and the Board’s assessment of the composition of the Board following the 2023 Annual Meeting of Shareholders, the Governance Committee and the Board determined that it was in the best interest of the Company and its shareholders to (i) effective April 23, 2024, accept the retirement and resignation of Paul Ciasullo from the Board and (ii) effective April 25, 2024, appoint Starlett (Star) Carter to the Board to fill the vacancy created by Mr. Ciasullo’s resignation. The Governance Committee and the Board believe that Ms. Carter’s appointment enhances Board diversity and provides valuable experience, perspective, and insight to the Board and its Committees.