The LGL Group (LGL) Proxy filing summary

Executive summary

• Annual meeting scheduled for May 12, 2026, with six director nominees up for election, five of whom are independent.

• Key proposals include redomestication from Delaware to Nevada, executive compensation votes, incentive plan amendment, and auditor ratification.

• Board recommends approval of all proposals and emphasizes the importance of shareholder participation.

• Forward-looking statements highlight potential risks and uncertainties, with reference to risk factors in the annual report.

Voting matters and shareholder proposals

• Proposals: election of six directors, redomestication to Nevada, advisory say-on-pay, frequency of say-on-pay, amended incentive plan, and auditor ratification.

• Board recommends voting FOR all director nominees, redomestication, executive compensation, annual say-on-pay, amended incentive plan, and auditor ratification.

• Shareholders can submit proposals and director nominations for the 2027 meeting following specific deadlines and procedures.

Board of directors and corporate governance

• Board consists of six members with diverse expertise in finance, governance, manufacturing, and M&A.

• Five directors are independent under NYSE rules; one is not due to recent executive service.

• Board leadership structure separates Chairman and CEO roles as of January 2026.

• Four standing committees: Audit, Compensation, Nominating, and Related Party, all with independent members.

• Directors are encouraged to attend annual meetings; all attended in 2025.

• Code of ethics and governance documents are available on the company website.