Friedman Industries (FRD) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for September 18, 2024, to address director elections, executive compensation, auditor ratification, and a bylaw amendment.

• Shareholders of record as of July 25, 2024, are entitled to vote on all proposals.

• Proxy materials and annual report are available online for review prior to voting.

Voting matters and shareholder proposals

• Election of seven director nominees to serve until the next annual meeting.

• Advisory (non-binding) vote on executive compensation (Say-on-Pay).

• Ratification of Moss Adams LLP as independent auditor for fiscal year ending March 31, 2025.

• Vote on amending Articles of Incorporation to allow shareholders to amend bylaws with a 75% supermajority.

• Shareholder proposals for the 2025 meeting must be received by April 7, 2025.

Board of directors and corporate governance

• Board consists of seven members, with six deemed independent.

• Chairman and CEO roles are combined; majority of board and all committees are independent.

• Board committees: Audit, Compensation, and Nominating, all composed solely of independent directors.

• Board and committee meeting attendance exceeded 75% for all directors.

• Nominating Committee considers diversity of perspectives and qualifications in director selection.