Daily Journal (DJCO) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for February 24, 2026, to elect four directors, ratify Baker Tilly US, LLP as auditor, and hold an advisory vote on executive compensation.

• Proxy contest with Buxton Helmsley USA, Inc., which attempted to nominate directors but was deemed ineligible under South Carolina law; potential for legal challenge and contested election.

• Shareholders urged to vote only using the company’s proxy card for the board’s nominees: Mary Conlin, John B. Frank, Steven Myhill-Jones, and Rasool Rayani.

• Proxy solicitation costs could rise significantly if the election is contested; Okapi Partners LLC retained as proxy solicitor.

Voting matters and shareholder proposals

• Four board seats up for election; nominees are current directors with diverse backgrounds in technology, finance, and governance.

• Ratification of Baker Tilly US, LLP as independent auditor for fiscal 2026.

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

• Shareholders may submit proposals for the 2027 meeting by late 2026, with specific requirements for universal proxy rules.

Board of directors and corporate governance

• Board consists of four members, majority independent per NASDAQ rules; two standing committees: audit and compensation.

• No standing nominating committee; independent directors collectively handle nominations.

• Board leadership structure combines CEO and Chairman roles for clear executive authority; full board oversees risk.

• Shareholder communications welcomed, with clear procedures for direct engagement.