Koss (KOSS) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for October 15, 2025, to be held virtually, with voting on directors, executive compensation, and auditor ratification.

• Five directors are up for election, including one new nominee, with one current director retiring.

• Proposals include advisory approval of executive compensation and ratification of WIPFLI, LLP as the independent auditor for FY2026.

• Shareholders of record as of August 25, 2025, are eligible to vote; 9,456,438 shares outstanding.

Voting matters and shareholder proposals

• Shareholders will vote on electing five directors, approving executive compensation (say-on-pay), and ratifying the independent auditor.

• No shareholder proposals are on the agenda; proposals for 2026 must be submitted by May 8, 2026.

• Voting is one vote per share; no cumulative voting rights.

Board of directors and corporate governance

• Board consists of five members, with three expected to be independent after the meeting.

• Chairman and CEO roles are combined; lead independent director designated.

• Board committees: Audit, Compensation, and Nominating, all with independent directors.

• Board and committees met regularly, with 100% attendance by directors.

• Code of Ethics and Insider Trading Policy in place and available on the company website.