HCWC Sets Virtual Annual Meeting, Board Seeks Director & Auditor Ratification
Ticker: HCWC · Form: DEF 14A · Filed: Dec 11, 2025 · CIK: 1948864
Sentiment: neutral
Topics: Proxy Statement, Annual Meeting, Corporate Governance, Director Election, Auditor Ratification, Virtual Meeting, Shareholder Vote
Related Tickers: HCWC
TL;DR
**HCWC's virtual annual meeting is a routine governance check, but the board's recommendations for director and auditor are a clear 'FOR' vote to maintain stability.**
AI Summary
Healthy Choice Wellness Corp. (HCWC) is holding its 2025 annual meeting virtually on December 31, 2025, at 10:00 a.m. ET. Stockholders will vote on two key proposals: the election of one Class I director to a three-year term expiring in 2028 and the ratification of UHY LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2025. The Board of Directors recommends a 'FOR' vote on both proposals. As of the Record Date, December 1, 2025, there were 18,165,750 shares of Class A common stock outstanding, each entitled to one vote. Additionally, Series A Convertible Preferred Stock holders collectively have 3,804,348 votes, with each share of Series A Preferred entitled to 725 votes. The company is utilizing internet delivery of proxy materials to conserve resources and reduce costs, with notices sent on or about December 4, 2025. The 2024 annual report to stockholders will also be available online.
Why It Matters
This DEF 14A filing outlines the governance framework and key decisions for Healthy Choice Wellness Corp., directly impacting investor confidence and operational oversight. The election of a Class I director shapes future strategic direction, while the ratification of UHY LLP as the auditor ensures financial transparency and accountability, crucial for investor trust. In a competitive wellness market, strong governance signals stability and reliability to both investors and customers. Employees are also affected by leadership stability and the company's commitment to sound financial practices, which can influence long-term growth and job security.
Risk Assessment
Risk Level: low — The filing primarily concerns routine annual meeting proposals: director election and auditor ratification. There are no indications of contentious votes, significant financial distress, or major strategic shifts. The board recommends 'FOR' both proposals, suggesting a smooth process.
Analyst Insight
Investors should review the nominee for Class I director to ensure alignment with their investment thesis and confirm UHY LLP's track record for auditing wellness companies. Vote 'FOR' both proposals as recommended by the board to support current governance, or 'WITHHOLD'/'AGAINST' if there are specific concerns about the nominee or auditor.
Key Numbers
- 18,165,750 — Class A common stock shares outstanding (Entitled to one vote each as of December 1, 2025)
- 3,804,348 — Series A Convertible Preferred Stock aggregate votes (Each Series A Preferred share is entitled to 725 votes as of December 1, 2025)
- December 31, 2025 — Annual Meeting Date (Date of the virtual annual meeting of stockholders)
- December 1, 2025 — Record Date (Date for determining stockholders entitled to vote)
- 10:00 a.m. ET — Annual Meeting Time (Start time for the virtual annual meeting)
- 2028 — Class I Director Term Expiration (Year the elected Class I director's three-year term will expire)
- 2025 — Fiscal Year for Auditor Ratification (Fiscal year for which UHY LLP's appointment is being ratified)
Key Players & Entities
- HEALTHY CHOICE WELLNESS CORP. (company) — Registrant for DEF 14A filing
- HCWC (company) — Ticker symbol for Healthy Choice Wellness Corp.
- Jeffrey E. Holman (person) — Chief Executive Officer and proxy holder
- John Ollet (person) — Proxy holder
- UHY LLP (company) — Independent registered public accounting firm
- U.S. Securities and Exchange Commission (regulator) — Governing body for proxy rules
- Equity Stock Transfer (company) — Stock transfer agent
- Broadridge Investor Communication Services (company) — Examines voting documents
- $18,165,750 (dollar_amount) — Shares of Class A common stock outstanding
- $3,804,348 (dollar_amount) — Aggregate votes for Series A Convertible Preferred Stock
FAQ
What is the purpose of Healthy Choice Wellness Corp.'s 2025 annual meeting?
The 2025 annual meeting of Healthy Choice Wellness Corp. is being held to elect one Class I director to serve a three-year term expiring in 2028 and to ratify the appointment of UHY LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2025.
When and where will the Healthy Choice Wellness Corp. 2025 annual meeting be held?
The 2025 annual meeting of Healthy Choice Wellness Corp. will be held virtually via live audio webcast on the Internet at 10:00 a.m. ET on Wednesday, December 31, 2025. Stockholders can access the meeting at www.virtualshareholdermeeting.com/HCWC2025.
Who is eligible to vote at the Healthy Choice Wellness Corp. 2025 annual meeting?
Stockholders of record at the close of business on December 1, 2025, the Record Date, are entitled to vote. This includes holders of Class A common stock and Series A Convertible Preferred Stock.
How many votes does each share of Healthy Choice Wellness Corp. stock have?
Each share of Healthy Choice Wellness Corp.'s Class A common stock entitles the holder to one vote. Each share of Series A Convertible Preferred Stock is entitled to 725 votes.
What are the board of directors' recommendations for the proposals at the HCWC annual meeting?
The board of directors of Healthy Choice Wellness Corp. recommends a 'FOR' vote for the election of the nominee for director and a 'FOR' vote for the ratification of UHY LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2025.
What happens if stockholders do not ratify the appointment of UHY LLP for Healthy Choice Wellness Corp.?
If Healthy Choice Wellness Corp. stockholders do not ratify the appointment of UHY LLP as the independent registered public accounting firm for 2025, the audit committee of the board of directors will reconsider its selection.
How can Healthy Choice Wellness Corp. stockholders access proxy materials?
Healthy Choice Wellness Corp. stockholders can access proxy materials, including the proxy statement and 2024 annual report, online at www.virtualshareholdermeeting.com/HCWC2025 using their 16-digit control number. Paper copies can also be requested.
What is a 'broker non-vote' in the context of Healthy Choice Wellness Corp.'s annual meeting?
A 'broker non-vote' occurs when a broker cannot vote a customer's shares on a particular matter because it has not received instructions from the beneficial owner and lacks discretionary voting authority on that matter, such as the election of directors.
Who are the proxy holders for Healthy Choice Wellness Corp.'s 2025 annual meeting?
Jeffrey E. Holman, the Chief Executive Officer, and John Ollet are appointed as the proxy holders for Healthy Choice Wellness Corp.'s 2025 annual meeting, with the authority to vote on behalf of stockholders.
What is the quorum requirement for the Healthy Choice Wellness Corp. annual meeting?
A quorum for the Healthy Choice Wellness Corp. annual meeting requires the presence, in person or by proxy, of the holders of a majority of the voting power of all outstanding shares of Class A common stock and Series A Preferred Stock entitled to vote.
Industry Context
Healthy Choice Wellness Corp. operates within the health and wellness sector, a market characterized by increasing consumer focus on preventative care and healthy lifestyles. This industry is competitive, with numerous players ranging from large corporations to niche providers offering supplements, fitness programs, and health-related services. Trends include a growing demand for personalized wellness solutions and digital health platforms.
Regulatory Implications
As a publicly traded company, HCWC is subject to SEC regulations regarding proxy solicitations and financial reporting, as detailed in this DEF 14A filing. The ratification of its independent auditor, UHY LLP, is a standard procedural requirement ensuring compliance with auditing standards and maintaining investor confidence in financial transparency.
What Investors Should Do
- Vote on Director Election
- Ratify Auditor Selection
- Review 2024 Annual Report
- Consider Electronic Delivery
Key Dates
- 2025-12-31: 2025 Annual Meeting of Stockholders — Key date for voting on director elections and auditor ratification.
- 2025-12-01: Record Date — Determines which stockholders are entitled to vote at the annual meeting.
- 2025-12-04: Mailing of Notice of Internet Availability of Proxy Materials — Initiates the proxy material distribution process for the annual meeting.
Glossary
- DEF 14A
- A proxy statement filed with the SEC by publicly traded companies to solicit shareholder votes for annual meetings. (This document outlines the agenda and proposals for HCWC's 2025 annual meeting.)
- Class I Director
- A director elected to a specific class of the board, typically serving a staggered term. (One Class I director is up for election at the 2025 annual meeting for a three-year term.)
- Independent Registered Public Accounting Firm
- An external audit firm that is independent of the company it audits, responsible for expressing an opinion on the fairness of financial statements. (HCWC is seeking ratification of UHY LLP as its auditor for fiscal year 2025.)
- Record Date
- A specific date set by a company to determine which shareholders are eligible to receive dividends, vote on corporate matters, or receive other distributions. (December 1, 2025, is the record date for determining voting eligibility for the annual meeting.)
- Proxy Materials
- Documents, such as proxy statements and annual reports, provided to shareholders to inform them about company matters and solicit their votes. (HCWC is using internet delivery for its proxy materials to reduce costs.)
Year-Over-Year Comparison
This DEF 14A filing for the 2025 annual meeting focuses on procedural matters such as director elections and auditor ratification. Specific comparative financial data or changes in risk factors from the previous year's filing are not detailed within this document, which primarily serves as a proxy solicitation for the upcoming meeting.
Filing Stats: 4,912 words · 20 min read · ~16 pages · Grade level 11.2 · Accepted 2025-12-10 21:14:15
Filing Documents
- formdef14a.htm (DEF 14A) — 287KB
- formdef14a_001.jpg (GRAPHIC) — 17KB
- formdef14a_002.jpg (GRAPHIC) — 7KB
- proxy_001.jpg (GRAPHIC) — 238KB
- proxy_002.jpg (GRAPHIC) — 244KB
- 0001493152-25-027122.txt ( ) — 984KB
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 5 MANAGEMENT AND CORPORATE GOVERNANCE 6 EXECUTIVE OFFICER AND DIRECTOR COMPENSATION 10 EQUITY COMPENSATION PLAN INFORMATION 15 DELINQUENT SECTION 16(A) REPORTS 16 CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS 16 PROPOSAL NO. 1 ELECTION OF DIRECTORS 17 PROPOSAL NO. 2 RATIFY SELECTION OF INDEPENDENT AUDITORS 18 CODE OF CONDUCT AND ETHICS 19 OTHER MATTERS 19 STOCKHOLDER PROPOSALS AND NOMINATIONS FOR DIRECTOR 19 iv HEALTHY CHOICE WELLNESS CORP. 3800 North 28th Way, #1 Hollywood, FL 33020 PROXY 2025 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON DECEMBER 31, 2025 This proxy statement, along with the accompanying notice of the 2025 annual meeting of stockholders, contains information about the 2025 annual meeting of stockholders of Healthy Choice Wellness Corp., including any adjournments or postponements of the annual meeting. We are holding the annual meeting at 10:00 a.m. ET, on Wednesday, December 31, 2025. You will be able to attend our annual meeting, vote and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/HCWC2025 . You will not be able to attend the annual meeting in person. In this proxy statement, we refer to Healthy Choice Wellness Corp. as “HCWC,” the “Company,” “we” and “us.” This proxy statement relates to the solicitation of proxies by our board of directors (the “Board”) for use at the annual meeting. On or about December 4, 2025, we intend to begin sending to our stockholders the Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access our proxy statement for our 2025 annual meeting of stockholders and our 2024 annual report to stockholders. IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING