ReposiTrak (TRAK) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for November 19, 2025, at the company’s Utah headquarters, with shareholders invited to vote on key proposals and access materials online to conserve resources.

• Proposals include electing four directors, advisory votes on executive compensation and its frequency, and ratification of the external auditor.

• Shareholders of record as of September 26, 2025, are eligible to vote, with both common and Series B Preferred stockholders entitled to participate.

• The Board unanimously recommends voting in favor of all proposals.

Voting matters and shareholder proposals

• Four director nominees are up for election for one-year terms expiring at the 2026 annual meeting.

• Advisory votes will be held on executive compensation (Say-on-Pay) and the frequency of future Say-on-Pay votes, with the Board recommending a three-year interval.

• Ratification of Haynie & Company as the independent registered public accounting firm for fiscal year ending June 30, 2026, is proposed.

• Shareholders may submit proposals for the 2026 meeting, subject to compliance with SEC and bylaw requirements.

Board of directors and corporate governance

• The Board consists of four directors, three of whom are independent under NYSE and SEC rules.

• Director nominees include Randall K. Fields (Chairman/CEO), Robert W. Allen, Ronald C. Hodge, and Peter J. Larkin, each bringing significant industry and executive experience.

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

• The Board holds regular executive sessions without management and encourages direct shareholder communication.