NAPCO Security Technologies (NSSC) Proxy Filing summary

Executive summary

• Annual meeting scheduled for December 8, 2025, to elect three directors, ratify Deloitte as auditor for fiscal 2026, and address other business.

• Proxy materials are distributed electronically, with voting rights for shareholders of record as of October 17, 2025.

• Board recommends voting for all director nominees and for auditor ratification.

Voting matters and shareholder proposals

• Shareholders will vote on electing three directors for three-year terms and ratifying Deloitte as independent auditor for fiscal 2026.

• Shareholders of record as of October 17, 2025, are eligible to vote; a majority presence is required for quorum.

• Shareholder proposals for the 2026 meeting must be submitted between August 10 and September 9, 2026.

Board of directors and corporate governance

• Board consists of seven directors, four of whom are independent per NASDAQ standards.

• Board is divided into three classes with staggered terms; current nominees are Richard L. Soloway, Kevin S. Buchel, and David Paterson.

• Board committees (Audit, Compensation, Nominating) are composed entirely of independent directors.

• Board diversity matrix discloses gender and demographic backgrounds.

• No formal diversity policy for director nominations, but a range of skills and backgrounds is considered.