Flexible Solutions International (FSI) Proxy filing summary

Executive summary

• Annual meeting set for November 20, 2026; record date October 6, 2026, with 12,774,498 common shares outstanding and one vote per share.

• Agenda includes six director nominees, an increase to the Stock Incentive Plan reserve, advisory executive-pay votes, and auditor ratification.

• Board recommends voting FOR all director nominees and proposals 2–5; the proxy defaults to those votes, including a one-year say-on-pay frequency, when no instructions are given.

Voting matters and shareholder proposals

• Shareholders will elect six directors and vote on increasing the Stock Incentive Plan reserve to 2,500,000 shares, advisory executive compensation, say-on-pay frequency, and auditor ratification.

• The board recommends annual executive-compensation votes; shareholders may choose a one-, two-, or three-year frequency on an advisory basis.

• Any proposal for the annual meeting following FY2026 must reach the Secretary by August 31, 2027.

Board of directors and corporate governance

• Nominees are Daniel B. O’Brien, Robert Helina, Thomas Fyles, Ben Seaman, David Fynn, and Kim Reid; directors are elected annually, without cumulative voting.

• John Bientjes resigned August 31, 2026; Kim Reid joined the board and audit committee, and Thomas Fyles joined the compensation committee.

• Fyles, Seaman, Fynn, and Reid are independent under NYSE American standards; the CEO is not board chair, and directors may each introduce and vote on board resolutions.

• The board met twice in FY2025; all directors attended. No nominating committee exists; independent directors selected the current nominees by majority vote.