Smith-Midland (SMID) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for August 1, 2025, to elect five directors, ratify BDO USA, P.C. as auditors, and hold an advisory vote on executive compensation.

• Record date for voting is June 2, 2025, with 5,304,606 shares outstanding and entitled to vote.

• Proxy materials and annual report are available online, with electronic and mail voting options provided.

Voting matters and shareholder proposals

• Proposals include election of five directors, ratification of BDO USA, P.C. as auditors, and an advisory say-on-pay vote.

• Board recommends voting in favor of all proposals.

• Shareholders may submit proposals for the 2026 meeting by February 13, 2026, with advance notice required for nominations.

Board of directors and corporate governance

• Board consists of five nominees, with three independent directors and two employee directors.

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

• Board met five times in 2024; all directors attended except one absence.

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

• Shareholder nominations for directors require detailed disclosures and must meet specific timing and eligibility criteria.