Byrna Technologies (BYRN) Proxy Filing summary

Executive summary

• Annual meeting scheduled for July 29, 2025, to vote on director elections, auditor ratification, and executive compensation approval.

• Performance highlights include new retail partnerships, record revenues over $85 million in 2024, product launches, and expanded U.S. manufacturing.

• Board recommends voting for all proposals, including the election of five directors, ratification of EisnerAmper LLP as auditor, and approval of executive compensation.

Voting matters and shareholder proposals

• Shareholders will vote on electing five directors, ratifying EisnerAmper LLP as auditor, and a non-binding say-on-pay for executive compensation.

• Board recommends a FOR vote on all proposals; no other matters are expected but proxies allow discretionary voting on unforeseen items.

• Shareholders of record as of June 9, 2025, are eligible to vote; quorum is one-third of outstanding shares.

• Procedures for shareholder proposals and director nominations are detailed, with deadlines and requirements for submission.

Board of directors and corporate governance

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

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

• Board leadership is separated between the CEO and an independent Chair to enhance oversight.

• Board diversity matrix and refreshment policies emphasize varied backgrounds and perspectives.

• Directors are elected annually by majority vote; robust shareholder engagement and communication channels are in place.