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.

Voting matters and shareholder proposals

• Shareholders will vote on director elections, auditor ratification, and an advisory say-on-pay resolution.

• Shareholder proposals for the 2027 meeting must be submitted by the specified deadline and comply with SEC rules.

• Buxton Helmsley’s attempt to nominate directors may result in new proxy materials or meeting delay if a court challenge is successful.

Board of directors and corporate governance

• Board consists of four members, three of whom are independent under NASDAQ rules.

• Board has audit and compensation committees, both chaired by Mary Conlin; no standing nominating committee, with independent directors handling nominations.

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

• Board values director independence, business judgment, and alignment with long-term shareholder interests.