Virco Mfg (VIRC) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for June 17, 2025, at the company’s headquarters in Torrance, CA, with a record date of April 22, 2025.

• Shareholders will vote on the election of two Class III directors and the ratification of Moss Adams LLP as the independent auditor for fiscal 2026.

• Proxy materials are available online, and shareholders can vote via Internet, phone, or mail.

Voting matters and shareholder proposals

• Proposal 1: Election of two Class III directors, Bradley Richardson and Douglas A. Virtue, for terms expiring in 2028.

• Proposal 2: Ratification of Moss Adams LLP as independent auditor for fiscal year ending January 31, 2026, with anticipated merger into Baker Tilly US, LLP.

• Board recommends voting FOR both proposals.

• Shareholders may submit proposals for the 2026 meeting by January 6, 2026, to be included in the proxy statement.

Board of directors and corporate governance

• Board consists of seven members divided into three classes with staggered terms.

• Majority of directors are independent per NASDAQ standards; lead independent director role rotates.

• Three standing committees: Audit, Compensation, and Corporate Governance/Nominating, all composed of independent directors.

• Directors are expected to attend meetings; all attended the 2024 annual meeting.

• Code of Conduct and Ethics applies to all directors, officers, and employees.