BIO-key International (BKYI) Proxy filing summary

Executive summary

• Annual Meeting scheduled for September 3, 2026, to address four key proposals, including a new warrant-related item.

• Stockholders of record as of July 15, 2026, are eligible to vote on all proposals.

• A supplement was issued to add Proposal 4, requiring a new proxy submission for voting on this item.

Voting matters and shareholder proposals

• Proposal 1: Election of five directors to serve until the 2027 Annual Meeting.

• Proposal 2: Ratification of M & K CPAs, PLLC as independent auditor for fiscal year ending December 31, 2026.

• Proposal 3: Advisory approval of executive compensation.

• Proposal 4: Approval to issue up to 1,236,668 shares of common stock upon exercise of new warrants from the August 10, 2026 inducement transaction.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Five nominees for director: Michael W. DePasquale, Wong Kwok Fong (Kelvin), Robert J. Michel, Cameron E. Willians, Emanuel Alia.

• Board chairman is Michael W. DePasquale.