BIO-key International (BKYI) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for August 22, 2024, with five key proposals up for shareholder vote, including director elections, auditor ratification, and executive compensation matters.

• Shareholders of record as of July 1, 2024, are eligible to vote, with 1,814,228 shares outstanding and entitled to one vote per share.

• Voting can be conducted in person, by mail, phone, or internet, with detailed procedures and deadlines provided.

• The board recommends voting for all director nominees, auditor ratification, executive compensation approval, and a one-year frequency for say-on-pay votes.

Voting matters and shareholder proposals

• Proposals include electing five directors, ratifying Bush & Associates CPA LLC as auditor, advisory approval of executive compensation, and advisory vote on frequency of say-on-pay (recommended as annual).

• Shareholders may submit proposals for the 2025 meeting by March 12, 2025, and must follow specific bylaw procedures for nominations and other business.

Board of directors and corporate governance

• The board consists of five members, with three deemed independent under NASDAQ rules.

• Committees include audit, compensation, and nominating/governance, each with defined charters and annual meetings.

• Board diversity matrix discloses gender and demographic composition; directors are encouraged to attend annual meetings.

• A Code of Ethics is in place for senior officers, and a hedging/pledging policy restricts speculative transactions.