AstroNova (ALOT) Proxy Filing summary

Executive summary

• Annual meeting scheduled for December 2, 2025, to be held virtually, with shareholders voting on key proposals including director elections, executive compensation, and auditor ratification.

• Leadership changes include the appointment of Jorik Ittmann as President and CEO and Darius G. Nevin as Executive Chairman, with a refreshed Board and new independent director Shawn Kravetz.

• Forward-looking statements highlight ongoing efforts to restore the Product Identification segment and implement cost-reduction and product line rationalization initiatives.

Voting matters and shareholder proposals

• Shareholders will vote on the election of seven directors, an advisory vote on executive compensation, the frequency of future say-on-pay votes, and ratification of Wolf & Company, P.C. as independent auditor.

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

• Proxy cards from the previously scheduled meeting are invalid; shareholders must vote again for the rescheduled meeting.

Board of directors and corporate governance

• Board consists of seven members, five of whom are independent; annual election of directors and annual Board/committee evaluations are conducted.

• Board committees include Audit, Human Capital and Compensation, and Nominating and Governance, all comprised of independent directors.

• Stock ownership guidelines require directors to hold shares valued at $200,000, with compliance expected within five years of election.

• Board leadership structure separates CEO, Executive Chairman, and Lead Independent Director roles.