The Annual Meeting of Stockholders of Innovative Food Holdings, Inc. (the “Company”) will be held at Feder Kaszovitz LLP, 845 Third Avenue, New York, NY 10022, on January 25, 2012 at 11:00 a.m. local time, to consider and act upon the following matters: 1. To elect 5 directors to serve for the ensuing year.
2. To approve and authorize amending our Certificate of Incorporation to increase our authorized capital to 3,000,000,000 shares of common stock, par value of $0.0001 per share.
3. To approve and authorize amending our Certificate of Incorporation to convert our authorized preferred stock into blank check preferred stock, par value of $0.0001 per share.
4. To approve and authorize our Board of Directors to implement a reverse split of our outstanding Common Stock, at its discretion, in a ratio ranging from 40:1 to 60:1.
5. To change our domicile from Florida to Delaware.
6. To ratify and approve the adoption of the Company’s 2011 Stock Award and Incentive Plan.
7. To ratify the selection by the Board of Directors of the firm of RBSM LLP, as the Company’s independent auditors for the current fiscal year.
8. To transact such other business as may properly come before the meeting or any adjournment thereof.
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