Optical Cable (OCC) Proxy Filing summary

Executive summary

• Annual meeting scheduled for March 25, 2025, with shareholders voting on five key proposals, including director elections, stock plan amendment, auditor ratification, executive compensation, and frequency of say-on-pay votes.

• Board recommends approval of all proposals, emphasizing alignment of management and shareholder interests and the importance of equity incentives for retention and performance.

• Shareholders of record as of January 24, 2025, are eligible to vote, with each share entitled to one vote per item.

Voting matters and shareholder proposals

• Election of five directors to serve until the next annual meeting.

• Approval of the Second Amendment to the 2017 Stock Incentive Plan, authorizing 350,000 new shares for issuance.

• Ratification of Crowe LLP as independent auditor for fiscal year 2025.

• Advisory vote on executive compensation and on the frequency of future advisory votes (board recommends annual vote).

• Board recommends voting FOR all proposals.

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 and Retention Policy in place for directors and executives.