Smith-Midland (SMID) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for August 7, 2024, to elect five directors and ratify BDO USA, P.C. as independent auditors for 2024.

• Record date for voting is June 10, 2024, with 5,296,659 shares of common stock outstanding and entitled to one vote per share.

• Proxy materials are available online, and shareholders can vote by mail or internet.

Voting matters and shareholder proposals

• Shareholders will vote on electing five directors and ratifying BDO USA, P.C. as auditors.

• Shareholder proposals for the 2025 meeting must be received by February 28, 2025, with advance notice required for nominations.

Board of directors and corporate governance

• Board consists of five nominees, including three independent directors.

• Nominating and Governance, Compensation, and Audit Committees are composed entirely of independent directors.

• Board met formally three times in 2023; all directors attended all meetings.

• Director nomination procedures require detailed disclosures and compliance with SEC rules.

• No related-party transactions requiring disclosure; two directors are brothers.