Rafael (RFL) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for January 8, 2026, to elect six directors, ratify the auditor, and approve an amendment to the 2021 Equity Incentive Plan increasing available shares by 1,000,000.

• Voting rights are structured with Class A shares having three votes each and Class B shares one-tenth of a vote each; both classes vote as a single body.

• Stockholders of record as of November 11, 2025, are eligible to vote in person or by proxy.

Voting matters and shareholder proposals

• Proposals include election of six directors, ratification of CohnReznick LLP as auditor for FY 2026, and approval of an amendment to the 2021 Equity Incentive Plan.

• Board recommends voting in favor of all proposals.

• Shareholders may submit proposals for the 2027 meeting by July 31, 2026.

Board of directors and corporate governance

• Board consists of six voting members, with a majority determined to be independent under NYSE standards.

• Committees include Audit, Compensation, Corporate Governance, and Nominating, all comprised of independent directors.

• Howard S. Jonas serves as Chairman, Executive Chairman, CEO, and President, and is the controlling shareholder.

• Board and committees met regularly, with high attendance and active risk oversight roles.