Byrna Technologies (BYRN) Proxy Filing summary

Executive summary

• Annual meeting scheduled for November 20, 2024, with voting on four key proposals including director elections, auditor ratification, equity plan amendment, and executive compensation approval.

• Recent performance highlights include record revenues, a new marketing strategy, and a $10 million stock repurchase program.

• Board recommends voting FOR all proposals.

Voting matters and shareholder proposals

• Proposals: elect five directors, ratify EisnerAmper LLP as auditor, amend the 2020 Equity Incentive Plan (increase shares by 2,375,000 and prohibit dividends on unvested/unexercised awards), and advisory approval of executive compensation.

• Board unanimously recommends FOR all proposals.

• No other matters are expected to be brought before the meeting.

Board of directors and corporate governance

• Board consists of five members, four of whom are independent and diverse in gender and ethnicity.

• Board committees: Audit, Compensation, Nominating and Governance, and Product Safety, all chaired by independent directors.

• Board chair and CEO roles are separated to enhance oversight.

• Directors serve one-year terms and are elected by majority vote.

• Board diversity matrix: 80% independent, 80% gender or ethnically diverse.