BIO-key International (BKYI) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for August 8, 2025, with voting on key proposals including director elections, auditor ratification, executive compensation, and amendments to equity plans.

• Only shareholders of record as of June 20, 2025, are eligible to vote, with 6,848,775 shares outstanding.

• Voting can be done in person, by mail, phone, or internet, and a majority of shares present is required for a quorum.

Voting matters and shareholder proposals

• Election of five directors to serve until the 2026 annual meeting.

• Ratification of Bush & Associates CPA LLC as independent auditor for 2025.

• Advisory vote on executive compensation (Say-on-Pay).

• Approval of amendments to the 2023 Stock Incentive Plan and 2021 Employee Stock Purchase Plan, each increasing available shares by 700,000.

• Procedures for shareholder proposals and director nominations for future meetings are outlined.

Board of directors and corporate governance

• Board consists of five members, with three deemed independent under Nasdaq rules.

• Committees include audit, compensation, and nominating/governance, all with independent directors.

• Board diversity, director qualifications, and attendance are emphasized; all directors attended at least 75% of meetings in 2024.

• Code of Ethics and Insider Trading Policy are in place.