PROPOSAL 2
APPROVE AN AMENDMENT TO THE GAIA, INC. 2019 LONG-TERM INCENTIVE PLAN
General
The Gaia, Inc. 2019 Long-Term Incentive Plan (the “2019 Incentive Plan”) was adopted and approved by our board of directors and shareholders in 2019 with an initial authorization to issue up to a maximum of 1,800,000 shares of our Class A Common Stock pursuant to the 2019 Incentive Plan.
On April 2, 2025, our board of directors approved, subject to approval by our shareholders, an amendment to the 2019 Incentive Plan to increase the maximum number of shares of our Class A Common Stock authorized for issuance under the 2019 Incentive Plan by 700,000 shares such that the total number of shares authorized for issuance will be 2,500,000 shares (the “Plan Amendment”), which is still in-line with the company's commitment not to exceed 10% of the total outstanding shares.
Our board of directors recommends that our shareholders approve the Plan Amendment.
The following is a summary of the material features of the 2019 Incentive Plan as proposed to be amended by the Plan Amendment, which is qualified in its entirety by reference to the copy of the 2019 Incentive Plan as proposed to be amended by the Plan Amendment, which is attached hereto as Exhibit A and incorporated herein by reference in its entirety.
Summary of the 2019 Incentive Plan as Proposed to be Amended by the Plan Amendment
The purpose of the 2019 Incentive Plan is to advance the interests of our company and its shareholders by providing incentives to certain employees and other key individuals who perform services for us, including those who contribute significantly to the strategic and long-term performance objectives and growth of our company.
The 2019 Incentive Plan is administered by our board of directors or, if the board of directors so designates, by a committee of the board. Our board of directors has designated the board’s compensation committee to administer the 2019 Incentive Plan. The compensation committee may delegate administrative responsibilities if so permitted by applicable law, other than with respect to executive officers who are subject to Section 16 of the Securities Exchange Act of 1934, as amended, or the Exchange Act.
The 2019 Incentive Plan provides for the granting of several types of awards, including stock options, stock appreciation rights, or SARs (rights to receive, without payment to us, cash, Class A Common Stock, other property or any combination thereof, based on the increase in the value of the number of shares of Class A Common Stock specified in the award), restricted stock (an award of a number of shares of Class A Common Stock that are subject to certain restrictions, such as a requirement that the shares shall be forfeited if the holder’s employment or performance of services for us terminates), restricted stock units (an award of a right to receive shares of Class A Common Stock that is issued subject, in part, to the terms, conditions and restrictions described in the 2019 Incentive Plan), performance grants (cash, shares of Class A Common Stock, other consideration such as other of our company’s securities or property or a combination thereof that is paid based on the performance of the holder, our company, one or more of our subsidiaries, divisions or units, or any combination thereof) and other awards deemed by the compensation committee to be consistent with the purposes of the 2019 Incentive Plan. Awards may be granted alone, or in conjunction with one or more other awards, as determined by the compensation committee.
A maximum of 1,800,000 shares of our Class A Common Stock was originally authorized to be issued under the 2019 Incentive Plan in connection with the grant of awards, subject to adjustments described below. If the Plan Amendment is approved by our shareholders, an additional 700,000 shares of our Class A Common Stock will be authorized to be issued under the 2019 Incentive Plan, such that a maximum of 2,500,000 shares of our Class A Common Stock will be authorized to be issued under the 2019 Incentive Plan.
