LSI Industries (LYTS) Proxy Filing summary

Executive summary

• The 2024 Annual Meeting will be held virtually on November 5, 2024, with shareholders able to vote and submit questions online or by phone.

• Shareholders of record as of September 10, 2024, are eligible to vote on three main proposals: election of directors, ratification of the auditor, and advisory approval of executive compensation.

• The company achieved strategic growth in fiscal 2024, including the acquisition of EMI Industries, which is expected to provide commercial synergies and was immediately accretive to adjusted EPS.

• Fiscal 2024 saw improved return on net assets (RONA) and adjusted EBITDA as a percentage of sales, with RONA at 29.7% and adjusted EBITDA at 11.0% of sales.

Voting matters and shareholder proposals

• Shareholders will vote on the election of seven directors, ratification of Grant Thornton LLP as independent auditor for fiscal 2025, and a non-binding advisory vote on executive compensation.

• Shareholder proposals for the 2025 meeting must be submitted by May 19, 2025; other notices must be received by August 2, 2025.

• The board recommends voting FOR all proposals.

Board of directors and corporate governance

• Seven nominees for the board are all current members, with diverse backgrounds in strategy, finance, marketing, HR, and executive leadership.

• The board is composed of six independent directors and one executive director; board diversity includes two women and one African American/Black member.

• The board held five meetings in fiscal 2024, with all members attending at least 75% of meetings.

• Board leadership is separated, with an independent chairman.