Optex Systems (OPXS) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for February 19, 2025, to be held virtually, with shareholders voting on director elections, auditor ratification, and executive compensation.

• Shareholders of record as of January 10, 2025, are eligible to vote, with 6,896,738 shares outstanding.

• Voting can be conducted via internet, email, mail, or fax, and live questions are permitted during the virtual meeting.

Voting matters and shareholder proposals

• Four directors are nominated for election, each to serve until the 2026 annual meeting.

• Ratification of Whitley Penn LLP as the independent auditor for fiscal year 2025 is proposed.

• Advisory approval of executive compensation is on the agenda, with a say-on-pay vote held every three years.

• Shareholder proposals for the 2026 meeting must be received by September 19, 2025.

Board of directors and corporate governance

• The board consists of four directors: three independent and one non-independent.

• Danny Schoening serves as Chairman and CEO; all directors attended at least 75% of meetings in 2024.

• Board committees include audit (chaired by Dayton Judd), compensation (Dale Lehmann), and nominating (Rimmy Malhotra), all composed of independent directors.

• The board emphasizes diversity of experience and skills, though no formal diversity policy exists.

• A Code of Business Conduct and Ethics is in place, and hedging transactions by insiders are prohibited.