Optical Cable (OCC) Proxy Filing summary

Executive summary

• Annual meeting scheduled for March 25, 2025, with five key proposals for shareholder vote, including director elections, stock plan amendment, auditor ratification, and advisory votes on executive compensation and its frequency.

• Shareholders of record as of January 24, 2025, are eligible to vote; each share has one vote per proposal.

• Board recommends voting in favor of all proposals, citing alignment with long-term strategy and shareholder interests.

Voting matters and shareholder proposals

• Proposals include: election of five directors, approval of an amendment to the 2017 Stock Incentive Plan (adding 350,000 shares), ratification of Crowe LLP as auditor, advisory vote on executive compensation, and advisory vote on frequency of future say-on-pay votes.

• Board recommends annual frequency for advisory votes on executive compensation.

• Shareholders may submit proposals for the 2026 annual meeting following specific procedures.

Board of directors and corporate governance

• Board consists of five members, with four considered independent under Nasdaq and SEC standards.

• Three standing committees: Audit, Compensation, and Nominating and Corporate Governance, all chaired by independent directors.

• Combined Chairman/CEO role justified by company size and board composition; no lead independent director appointed.

• Code of Ethics and equity ownership policies in place for directors and executives.