Rekor Systems (REKR) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting is scheduled for May 15, 2025, both in-person and virtually, to elect directors, ratify the independent auditor, hold a say-on-pay vote, and address other business.

• Shareholders of record as of March 18, 2025, are entitled to vote, with 110,687,209 shares outstanding.

• Proxy materials and the annual report are available online, and shareholders are encouraged to vote by proxy even if attending.

Voting matters and shareholder proposals

• Proposals include electing nine directors, ratifying CBIZ CPAs P.C. as auditor for 2025, and an advisory vote on executive compensation.

• The board recommends voting FOR all proposals.

• Shareholders may submit proposals for the 2026 meeting by December 16, 2025.

Board of directors and corporate governance

• The board consists of nine members, six of whom are independent under Nasdaq rules.

• Board leadership includes a non-independent Chairman and a Lead Director to ensure independent oversight.

• Committees include Audit, Compensation, Governance and Nominations, and a temporarily suspended Technology and Social Responsibility Committee.

• Directors are expected to attend all meetings; in 2024, attendance was 100%.

• Annual board self-evaluations and a Code of Conduct are in place.