BIO-key International (BKYI) Proxy Filing summary

Executive summary

• A special meeting is scheduled for April 20, 2026, to vote on a reverse stock split proposal, with the Board empowered to set the ratio between 1-for-2 and 1-for-10 and the timing, but no later than May 6, 2026.

• The reverse split aims to help regain compliance with Nasdaq's $1.00 minimum bid price requirement and improve the stock's marketability and liquidity.

• All shareholders will be affected uniformly, with no dilution of ownership except for minor adjustments due to fractional shares, which will be rounded up.

• The Board may abandon the reverse split at its discretion, even after shareholder approval, if deemed not in the best interests of the company.

• Forward-looking statements highlight risks such as market conditions, compliance, and the company's ability to raise capital.

Voting matters and shareholder proposals

• The sole proposal is to amend the Certificate of Incorporation to effect a reverse stock split at a ratio between 1-for-2 and 1-for-10, with the Board determining the final ratio and timing.

• Approval requires more votes cast for than against; abstentions and broker non-votes will have no effect.

• The Board recommends voting "FOR" the reverse split.

• Only shareholders of record as of March 9, 2026, are entitled to vote.

Board of directors and corporate governance

• The Board of Directors, led by the Chairman and CEO, has unanimously approved and recommended the reverse split.

• The Board retains discretion to set the split ratio and to abandon the split if circumstances change.

• Security ownership information is provided for directors, officers, and significant shareholders as of March 9, 2026.