Virco Mfg (VIRC) Proxy filing summary

Executive summary

• The 2026 Annual Meeting is scheduled for June 16, 2026, at the company’s headquarters in Torrance, CA, with shareholders voting on director elections, executive compensation, and auditor ratification.

• Shareholders of record as of April 24, 2026, are entitled to vote, with options to vote online, by phone, or by mail.

• The Board recommends voting FOR all proposals and every three years on the say-on-pay advisory vote.

Voting matters and shareholder proposals

• Proposal 1: Election of two Class I directors for terms expiring in 2029.

• Proposal 2: Advisory vote on executive compensation (say-on-pay), with future votes planned every three years.

• Proposal 3: Ratification of Baker Tilly US, LLP as independent auditor for fiscal 2027.

• Shareholders may submit proposals for the 2027 meeting by January 4, 2027, and must follow advance notice procedures for nominations or other business.

Board of directors and corporate governance

• The Board consists of seven members divided into three classes, with a majority deemed independent under NASDAQ standards.

• The Chairman and CEO roles are combined, but a rotating lead independent director provides additional oversight.

• Three standing committees (Audit, Compensation, Corporate Governance/Nominating) are composed entirely of independent directors.

• Directors are expected to attend meetings, and all attended the 2025 annual meeting.

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