MIND Technology (MIND) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on December 12, 2024, with shareholders voting on five key proposals, including director elections, amendments to the stock awards plan, executive compensation, vote frequency on executive pay, and auditor ratification.

• The record date for voting is October 14, 2024, with 7,969,421 shares outstanding, each entitled to one vote.

• Proxy materials and the annual report are available online, and shareholders are encouraged to vote via mail, phone, or internet.

Voting matters and shareholder proposals

• Shareholders will elect five directors, approve an amendment to increase shares in the stock awards plan by 200,000, vote on executive compensation, determine the frequency of future say-on-pay votes, and ratify Moss Adams LLP as the independent auditor.

• The board recommends voting for all director nominees, for the stock plan amendment, for executive compensation, for annual say-on-pay votes, and for auditor ratification.

• Shareholder proposals and director nominations for the 2025 meeting must be submitted by January 30, 2025, following specific bylaw procedures.

Board of directors and corporate governance

• The board consists of five members, with a majority deemed independent under NASDAQ standards; the CEO is not independent.

• The board separates the roles of Chairman and CEO, with an independent director serving as Chairman.

• Committees include Audit, Compensation, and Nominating, all composed of independent directors.

• The board has adopted a Code of Ethics and regularly reviews governance practices.

• Board diversity is limited, with plans to expand when financial resources improve.