Dyadic International (DYAI) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on June 18, 2026, with shareholders voting on key proposals including director election, a reverse stock split, auditor ratification, and executive compensation approval.

• Shareholders of record as of April 24, 2026, are eligible to vote, with multiple voting methods available including internet, phone, mail, and during the virtual meeting.

• Forward-looking statements highlight risks related to Nasdaq compliance, financial performance, and market conditions.

Voting matters and shareholder proposals

• Proposals include electing one Class I director for a term ending in 2029, authorizing a reverse stock split (2:1 to 10:1), ratifying Crowe LLP as auditor for 2026, and an advisory vote on executive compensation.

• The Board recommends voting FOR all proposals.

• Shareholder proposals for the 2027 meeting must be submitted by January 12, 2027, with specific advance notice requirements.

Board of directors and corporate governance

• The Board consists of four members, with a classified structure and separation of Chairman and CEO roles.

• All directors attended at least 75% of meetings in 2025.

• Committees include Audit, Compensation, and Nominating, each with defined charters and independent members.

• The Nominating Committee considers a broad range of qualifications for director candidates and accepts shareholder recommendations.

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