Solitron Devices (SODI) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for January 24, 2025, to elect two Class II directors, ratify the selection of Whitley Penn LLP as auditor, hold a Say on Pay vote, and address other business.

• Record date for voting is November 26, 2024, with 2,083,436 shares outstanding and each share entitled to one vote.

• Proxy materials and the 2024 Annual Report are available online, with options for internet or mail voting.

Voting matters and shareholder proposals

• Proposals include electing two Class II directors (Tim Eriksen and David W. Pointer), ratifying Whitley Penn LLP as auditor, and a non-binding Say on Pay vote.

• Board recommends voting FOR all proposals.

• Shareholders may submit proposals for the 2025 meeting by September 26, 2025, and must comply with universal proxy rules.

Board of directors and corporate governance

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

• All directors except the CEO are considered independent under Nasdaq rules.

• Board leadership is separated between the Chairman and CEO roles.

• Board and committees met regularly in fiscal 2024, with all directors attending at least 75% of meetings.

• Code of Ethics for senior officers is published on the company website.