Optex Systems (OPXS) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on March 9, 2026, to elect five directors and ratify the appointment of Whitley Penn LLP as the independent auditor for fiscal 2026.

• Shareholders of record as of January 12, 2026, are entitled to vote, with multiple voting methods available including internet, mail, fax, and email.

• The Board recommends voting in favor of all director nominees and the auditor ratification.

• Proxy materials are distributed primarily via internet to reduce costs and environmental impact.

Voting matters and shareholder proposals

• Proposal 1: Elect five directors for a one-year term, with a plurality vote required.

• Proposal 2: Ratify Whitley Penn LLP as the independent auditor for fiscal 2026, requiring a majority vote.

• Shareholder proposals for the 2027 meeting must be received by September 22, 2026, for inclusion in proxy materials.

Board of directors and corporate governance

• The Board consists of five directors: three independent and two non-independent.

• Key committees: Audit (Judd, chair), Compensation (Lehmann, chair), and Nominating (Malhotra, chair), all comprised of independent directors.

• The Board held five meetings and all directors attended at least 75% of meetings in fiscal 2025.

• Directors possess diverse skills in finance, governance, risk management, and industry experience.

• A Code of Ethics and Insider Trading Policy are in place, with a prohibition on hedging company securities.