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 amendment to the Certificate of Incorporation, with a split ratio between 1-for-2 and 1-for-10, at the Board's discretion, to be implemented by May 6, 2026 if approved.

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

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

• The Board recommends voting in favor of the proposal and retains the right to abandon or delay the split if deemed not in the best interest of the company.

• Forward-looking statements highlight risks, including market conditions, compliance, and business uncertainties.

Voting matters and shareholder proposals

• The sole proposal is to approve an amendment for a reverse stock split at a ratio between 1-for-2 and 1-for-10, with the final ratio and timing determined by the Board.

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

• The Board unanimously recommends a vote "FOR" the proposal.

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

Board of directors and corporate governance

• The Board has full discretion to determine the split ratio and timing, or to abandon the split even after shareholder approval.

• The Board is not responding to any takeover attempt and does not intend the split as an anti-takeover measure.