Friedman Industries (FRD) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for September 18, 2025, with seven director nominees up for election and several key proposals on the agenda.

• Shareholders will vote on executive compensation, frequency of say-on-pay, auditor ratification, bylaw amendment rights, and a new long-term incentive plan.

• Record date for voting is July 28, 2025, with 7,059,440 shares eligible to vote.

Voting matters and shareholder proposals

• Election of seven directors, including both new and incumbent nominees.

• Advisory vote on executive compensation and on the frequency of such votes, with the board recommending annual frequency.

• Ratification of Baker Tilly US, LLP as independent auditor for FY ending March 31, 2026.

• Proposal to amend Articles of Incorporation to allow shareholders to amend bylaws, requiring a 75% supermajority.

• Approval sought for the 2025 Long-Term Incentive Plan authorizing up to 550,000 shares for equity awards.

Board of directors and corporate governance

• Board consists of seven members, six of whom are independent; all board committees are composed solely of independent directors.

• Chairman and CEO roles are combined; board believes this structure best serves current needs.

• Board committees (Audit, Compensation, Nominating) met regularly in FY 2025, with all directors attending at least 75% of meetings.

• Nominating Committee considers diversity of perspectives and qualifications but has no formal diversity policy.