LSI Industries (LYTS) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held virtually on November 4, 2025, with shareholders able to attend online or by phone; only shareholders of record as of September 9, 2025, may vote.

• Key proposals include electing seven directors, ratifying Grant Thornton LLP as auditor for fiscal 2026, and an advisory vote on executive compensation.

• Proxy materials and the annual report are available online, and shareholders are encouraged to vote by proxy if unable to attend.

Voting matters and shareholder proposals

• Shareholders will vote on electing seven board nominees, ratifying the independent auditor, and approving executive compensation on an advisory basis.

• The board recommends voting FOR all proposals.

• Shareholder proposals for the 2026 meeting must be submitted by May 22, 2026.

Board of directors and corporate governance

• The board consists of seven members, six of whom are independent; the chairman is a non-employee director.

• Board committees include Audit, Compensation, Nominating and Corporate Governance, and Executive Committees.

• Directors are expected to attend at least 75% of meetings and the annual meeting.

• Board diversity is tracked, with two female and one African American/Black director.

• Non-employee directors have a stock ownership guideline of 5x the annual cash retainer.