Flexible Solutions International (FSI) Proxy filing summary

Executive summary

• Annual meeting set for Nov. 20, 2026, in Grand Cayman; record date Oct. 6, 2026, with one vote per share and 12,774,498 common shares outstanding as of Sept. 30, 2026.

• Board recommends FOR all director nominees and proposals 2–5, including the plan share increase, advisory compensation vote, one-year say-on-pay frequency, and auditor ratification.

Voting matters and shareholder proposals

• Ballot covers election of seven directors, increasing Stock Incentive Plan reserves to 2.5 million shares, advisory executive compensation approval, say-on-pay frequency, and FY2026 auditor ratification.

• Board recommends an annual advisory vote on executive compensation; shareholders may choose one, two, or three years, and the Board will consider the results.

• Say-on-pay is nonbinding; if a significant vote opposes executive compensation, the Board and Compensation Committee will consider concerns and assess possible action.

• Proposals require a majority of shares voting in person or by proxy, with a quorum of 10% of shares entitled to vote; cumulative voting is not permitted.

• Shareholder proposals for the next annual meeting must reach the Secretary by Aug. 31, 2027.

Board of directors and corporate governance

• Seven nominees: Daniel B. O'Brien, Robert Helina, Thomas Fyles, Ben Seaman, David Fynn, Kim Reid, and Guy Brownlee; Reid joined Aug. 31, 2026, after John Bientjes resigned.

• Fyles, Seaman, Fynn, and Reid are identified as independent; Brownlee would be independent if elected. CEO O'Brien is not Board chair.

• Board met twice in FY2025; the Compensation Committee met once and the Audit Committee four times, with all members attending their respective meetings.

• No nominating committee; independent directors selected the nominees by majority vote, while the full Board handles nomination duties and will consider shareholder-recommended candidates.

• Board has no formal leadership structure; each director may introduce resolutions and has one vote. A majority attended the Nov. 2025 annual meeting in person or by conference call.