DSS (DSS) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for December 3, 2025, to elect seven directors, ratify the auditor, and hold an advisory vote on executive compensation.

• Record date for voting is October 6, 2025, with proxy materials distributed by October 21, 2025.

• Board recommends voting in favor of all proposals.

Voting matters and shareholder proposals

• Proposals include election of seven directors, ratification of HTL International, LLC as auditor, and a non-binding say-on-pay vote.

• Director nominees require a majority of votes cast; auditor ratification and say-on-pay also require majority approval.

• No shareholder proposals were received for the 2025 meeting.

Board of directors and corporate governance

• Board consists of seven directors, with four qualifying as independent under NYSE American standards.

• Committees include Audit, Compensation and Management Resources, and Nominating and Corporate Governance, each with defined charters.

• All directors attended at least 95% of meetings in 2024; separation of CEO and Chairman roles for governance.

• Code of Ethics applies to all directors, officers, and employees.