IDT (IDT) investor relations material

Executive summary

• Annual meeting set for Dec. 10, 2026; proposals cover election of five directors and a 75,000-share increase to the 2024 Equity Incentive Plan reserve.

• Fiscal 2026 results included record income from operations; revenue, gross profit, gross margin, net income and EPS increased from the prior fiscal year.

Voting matters and shareholder proposals

• Five nominees seek one-year terms through the 2027 annual meeting; the Board recommends votes FOR all nominees and the plan amendment.

• Plan approval would increase the Class B share reserve from 425,000 to 500,000, supporting future awards to eligible employees, directors and consultants.

• Directors and the plan amendment require a majority of votes cast; abstentions are excluded from votes for or against, while broker non-votes count toward quorum.

Board of directors and corporate governance

• Howard S. Jonas controls more than 50% of voting power; the Board identifies the organization as a controlled company but maintains a majority of independent voting directors and fully independent Compensation and Corporate Governance Committees.

• The five voting nominees are William Conkling, Eric F. Cosentino, Howard S. Jonas, Judah Schorr and Elaine S. Yatzkan; Bill Pereira remains an ex-officio, non-voting director.

• The Board held eight meetings in Fiscal 2026; independent directors meet privately at each regularly scheduled Board meeting, chaired by Lead Independent Director Eric F. Cosentino.

• Insider trading rules prohibit directors, officers and employees from short sales and publicly traded options or derivatives tied to the shares.