AstroNova (ALOT) Proxy Filing summary

Executive summary

• Annual meeting scheduled for July 9, 2025, with key votes on director elections, executive compensation, and auditor ratification.

• Company highlights include $151 million in FY2025 revenue, 415 global employees, and 70%+ recurring revenue.

• Strategic focus on innovation, operational excellence, and leveraging recent MTEX acquisition for technology and supply chain resilience.

• Leadership and organizational changes implemented to address past challenges and position for growth.

Voting matters and shareholder proposals

• Shareholders to vote on six board nominees, advisory say-on-pay, frequency of say-on-pay, and auditor ratification.

• Board recommends voting for its six nominees and withholding votes for the alternate slate proposed by shareholder Samir Patel.

• Advisory votes on executive compensation and annual frequency recommended; Wolf & Company, P.C. recommended for auditor.

• Proxy contest initiated by Samir Patel, who nominated five alternate directors; Board opposes these nominees.

Board of directors and corporate governance

• Board consists of six members, five of whom are independent; annual elections by majority vote.

• Committees: Audit, Human Capital and Compensation, and Nominating and Governance, all comprised of independent directors.

• Board diversity includes 17% gender diversity and a range of tenures; average director age is 68.

• Stock ownership and retention guidelines in place for directors; annual board and committee evaluations conducted.

• Lead Independent Director structure in place; regular executive sessions held.