EVI Industries (EVI) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on December 12, 2024, with voting on key proposals and director elections.

• Shareholders of record as of November 12, 2024, are eligible to vote on the proposals.

• The Board recommends voting for all director nominees and for the amendment to the 2015 Equity Incentive Plan.

Voting matters and shareholder proposals

• Six directors are nominated for re-election to serve until the 2025 annual meeting.

• Proposal to amend the 2015 Equity Incentive Plan to increase authorized shares from 3,000,000 to 3,500,000 and provide for automatic vesting acceleration upon a change in control, with an exception for the controlling stockholder.

• Shareholders may submit proposals for the 2025 meeting between August 14 and September 13, 2025.

Board of directors and corporate governance

• The company qualifies as a "controlled company" under NYSE American rules, with management and the Board controlling a majority of voting power.

• Despite exemptions, the Board is majority independent and has standing Audit and Compensation Committees composed solely of independent directors.

• The Board met five times in fiscal 2024, with all directors attending at least 75% of meetings.

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