Solitron Devices (SODI) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for April 24, 2026, with voting on director election, auditor ratification, and executive compensation advisory vote.

• Proxy materials and the 2025 Annual Report are available online, with instructions for electronic and mail voting.

• Record date for voting is February 27, 2026, with 2,147,703 shares outstanding, each entitled to one vote.

Voting matters and shareholder proposals

• Shareholders will vote on electing one Class III director (Charles M. Gillman) for a term ending 2028.

• Ratification of Whitley Penn LLP as independent auditors for fiscal year ending February 28, 2026.

• Advisory (non-binding) vote on executive compensation (Say on Pay).

• Other business may be transacted as properly brought before the meeting.

Board of directors and corporate governance

• Board consists of five directors divided into three classes with staggered three-year terms.

• Four directors are independent under Nasdaq rules; board leadership is separated between Chairman and CEO.

• Board held seven meetings and three unanimous written consents in fiscal 2025; all directors attended at least 75% of meetings.

• Standing committees: Audit, Compensation, and Nominating, all comprised of independent directors.

• Code of Ethics for senior officers is in place and published online.