MIND Technology (MIND) Proxy filing summary

Executive summary

• Annual Meeting scheduled for July 22, 2026, will be held virtually, allowing remote participation and voting.

• Stockholders will vote on director elections, an amendment to the Stock Awards Plan, executive compensation, and auditor ratification.

• Record date for voting is May 29, 2026, with 9,089,055 shares outstanding, each entitled to one vote.

• Proxy materials and annual report are available online for review by stockholders.

Voting matters and shareholder proposals

• Five directors are nominated for election to serve until the 2027 annual meeting.

• Proposal to amend the Stock Awards Plan to add 400,000 shares for equity compensation.

• Advisory vote on executive compensation (say-on-pay) is included.

• Ratification of Baker Tilly US, LLP as independent auditor for fiscal year ending January 31, 2027.

• Stockholders may submit proposals and director nominations for the 2027 meeting following specific procedures and deadlines.

Board of directors and corporate governance

• Board consists of five directors, with a majority deemed independent under NASDAQ standards.

• Board committees include Audit, Compensation, and Nominating, all comprised of independent directors.

• Board leadership structure separates Chairman and CEO roles.

• Directors are encouraged to attend annual meetings; all attended in 2025.

• Code of Ethics and insider trading policy apply to all directors, officers, and employees.