Vuzix (VUZI) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for June 17, 2025, to vote on six key proposals, including director elections, auditor ratification, executive compensation, share authorization, and equity plan changes.

• Record date for voting is April 21, 2025, with 76,242,415 shares outstanding and entitled to one vote each.

• Proxy materials are available online, and voting can be done via mail, phone, or Internet.

Voting matters and shareholder proposals

• Election of five directors to serve until the 2026 annual meeting.

• Ratification of Freed Maxick P.C. as independent auditor for 2025.

• Advisory vote on executive compensation and on the frequency of future say-on-pay votes.

• Approval to amend the certificate of incorporation to increase authorized common shares from 100,000,000 to 200,000,000.

• Approval of 594,056 RSUs to executives and employees, with concurrent cancellation of 5,089,500 previously granted options.

• Shareholder proposals for the 2026 meeting must be submitted between February 12, 2026, and March 19, 2026.

Board of directors and corporate governance

• Board consists of five members, with three deemed independent under NASDAQ rules.

• Board committees include Audit, Compensation and Human Capital, and Nominating and Governance; Acquisition Committee now ad hoc.

• Lead Independent Director role established, currently held by Edward Kay.

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

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