Bridgeline Digital (BLIN) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for September 16, 2025, to address director elections, a new stock incentive plan, executive compensation, and auditor ratification.

• Proxy materials are primarily distributed electronically to conserve resources and reduce costs.

• Shareholders of record as of July 21, 2025, are eligible to vote on the proposals.

Voting matters and shareholder proposals

• Election of two Class II directors for three-year terms expiring in 2028.

• Approval of the 2025 Stock Incentive Plan authorizing 1,500,000 shares with a 10-year term and minimum one-year vesting.

• Advisory vote on executive compensation (say-on-pay).

• Ratification of PKF O'Connor Davies, LLP as independent auditor for fiscal 2025.

• Other business may be transacted as appropriate.

Board of directors and corporate governance

• Board consists of five directors, divided into three classes with staggered terms.

• Chairperson and committee chairs are independent under Nasdaq rules.

• Board committees include Audit, Compensation, and Nominating and Corporate Governance, all with independent members.

• Board held six meetings in fiscal 2024; all directors attended each meeting.

• CEO and Chairperson roles are separated to enhance governance.