VirTra (VTSI) Proxy filing summary

Executive summary

• The annual meeting is scheduled for June 23, 2026, with voting on director elections, auditor ratification, executive compensation, and say-on-pay frequency, plus other business as may arise.

• Shareholders of record as of April 24, 2026, are entitled to vote, with one vote per share; a quorum requires one-third of voting power present.

• Proxy materials are available online, and voting can be done via internet, phone, mail, or at the meeting.

Voting matters and shareholder proposals

• Five directors are up for election to serve until the 2027 annual meeting.

• Ratification of Haynie as independent registered public accounting firm for fiscal year ending December 31, 2026.

• Advisory vote on executive compensation (say-on-pay) and on the frequency of future say-on-pay votes (Board recommends every three years).

• No other shareholder proposals were timely submitted for this meeting.

Board of directors and corporate governance

• Board consists of five directors, with a majority deemed independent under NASDAQ standards.

• Board committees include Audit, Compensation, and Nominating and Corporate Governance, each with defined charters and responsibilities.

• Directors are encouraged to attend annual meetings; all attended at least 75% of meetings in 2025.

• Shareholders may recommend director candidates and submit proposals under specified procedures.