EVI Industries (EVI) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for December 15, 2025, to be held virtually, with voting on key proposals including director elections, a new equity incentive plan, and executive compensation matters.

• Six incumbent directors are nominated for re-election, each to serve until the 2026 Annual Meeting.

• Stockholders will vote on the approval of the 2025 Equity Incentive Plan, a non-binding say-on-pay proposal, and the frequency of future say-on-pay votes.

• Record holders as of November 17, 2025, are entitled to vote; 14,412,995 shares outstanding.

Voting matters and shareholder proposals

• Proposals include election of six directors, approval of the 2025 Equity Incentive Plan, advisory vote on executive compensation, and advisory vote on frequency of say-on-pay votes.

• Board recommends voting FOR all director nominees, FOR the equity plan, FOR executive compensation, and for a three-year frequency on say-on-pay votes.

• Shareholders may submit proposals for the 2026 meeting between August 17 and September 16, 2026.

Board of directors and corporate governance

• Board consists of six directors, majority independent, with Henry M. Nahmad serving as Chairman and CEO.

• Company qualifies as a "controlled company" under NYSE American rules, exempt from certain governance requirements.

• Board met six times in fiscal 2025; all directors attended at least 75% of meetings.

• No standing nominating committee; full Board considers director nominees.