Bel Fuse (BELFB) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on May 26, 2026, with shareholders able to vote and ask questions online.

• Only Class A Common Stock holders as of March 31, 2026, are entitled to vote; Class B holders may attend for informational purposes.

• Key proposals include director elections, auditor ratification, executive compensation advisory vote, approval of a new equity compensation plan, and a shareholder proposal on share conversion.

• Proxy materials are distributed electronically to reduce costs and environmental impact, with paper copies available upon request.

Voting matters and shareholder proposals

• Shareholders will vote on electing two directors for three-year terms, ratifying Deloitte & Touche LLP as the 2026 auditor, approving executive compensation, approving the 2026 Equity Compensation Plan, and a shareholder proposal for Class A to Class B share conversion.

• The Board recommends voting for all its nominees, for auditor ratification, for executive compensation, for the equity plan, and against the shareholder proposal.

• The shareholder proposal seeks to allow Class A shareholders to convert shares to Class B at any time; the Board opposes this, citing fairness, dividend impact, and prior shareholder rejections.

Board of directors and corporate governance

• The Board is divided into three classes, with staggered three-year terms; nine directors serve, with a mix of industry, financial, and leadership experience.

• All non-employee directors are independent per Nasdaq and SEC rules; committees are composed solely of independent directors.

• The Board has an Executive Committee, Audit Committee, Nominating and ESG Committee, and Compensation Committee, each with defined responsibilities.

• Board leadership includes a Non-Executive Chairman and a Lead Independent Director to ensure independent oversight.

• Corporate Governance Guidelines address director qualifications, tenure, independence, and diversity.