Precision Optics (POCI) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting is scheduled for March 19, 2026, at the company’s headquarters in Littleton, MA, with proxy materials available online and by request.

• Shareholders of record as of January 28, 2026, are eligible to vote on key proposals, including director elections, executive compensation, and auditor ratification.

• Voting can be conducted via internet, phone, or mail, and shareholders are encouraged to vote even if attending in person.

Voting matters and shareholder proposals

• Shareholders will vote on electing five directors, an advisory say-on-pay for executive compensation, and ratification of Stowe & Degon LLC as the independent auditor for FY 2026.

• The Board recommends voting FOR all proposals.

• No other shareholder proposals are on the agenda for 2025; instructions for submitting proposals for 2026 are provided.

Board of directors and corporate governance

• The Board consists of five directors, four of whom are independent under Nasdaq rules.

• New directors Buell G. Duncan and Joseph P. Pellegrino, Jr. joined in 2025, replacing retiring members.

• The Board held eight meetings in FY 2025, with all directors attending at least 75% of meetings.

• The Board has Audit and Compensation Committees, but no separate nominating committee due to its small size.

• Shareholders may recommend director candidates by written submission.