Rafael (RFL) Proxy Filing summary

Executive summary

• Annual meeting scheduled for January 9, 2025, with voting on director elections, auditor ratification, and an equity plan amendment.

• Record date for voting is November 12, 2024; shareholders may vote in person or by proxy.

• Proxy materials and annual report are available online; meeting to be held at company headquarters in Newark, NJ.

Voting matters and shareholder proposals

• Election of five directors for one-year terms.

• Ratification of CohnReznick LLP as independent auditor for fiscal year ending July 31, 2025.

• Approval of amendment to 2021 Equity Incentive Plan to increase Class B Common Stock available for awards by 750,000 shares.

• Other business may be transacted as properly brought before the meeting.

Board of directors and corporate governance

• Board consists of five directors, majority of whom are independent per NYSE standards.

• Committees: Audit, Compensation, Corporate Governance, and Nominating, all with independent members.

• Board and committees met regularly in fiscal 2024; all directors attended at least 75% of meetings.

• Lead Independent Director role in place; risk oversight distributed among committees.

• Director selection process considers diversity, experience, and shareholder recommendations.