Astronics (ATRO) Proxy filing summary

Executive summary

• Annual meeting scheduled for May 28, 2026, with shareholders voting on key proposals including director elections, auditor ratification, executive compensation, and new incentive plans.

• FY 2025 sales reached $862.1 million, surpassing pre-pandemic levels, with 92% from aerospace and 8% from test systems.

• Institutional ownership stands at 84.6% with 32,064,056 common shares and 3,810,280 Class B shares outstanding as of the record date.

Voting matters and shareholder proposals

• Election of nine directors for one-year terms.

• Ratification of Ernst & Young LLP as independent auditor for FY 2026.

• Advisory vote on executive compensation (say-on-pay), held triennially.

• Approval of the 2026 Long Term Incentive Plan (LTIP) and 2026 Employee Stock Purchase Plan (ESPP).

Board of directors and corporate governance

• Board consists of nine members, eight of whom are independent; all committees are fully independent.

• Annual election of directors, average tenure is 12 years, and two women serve on the board.

• Lead independent director role established; annual board and committee self-evaluations conducted.

• Stock ownership requirements for directors set at 400% of annual cash retainer.

• Board oversight includes CEO succession planning and risk management.