Genasys (GNSS) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for March 17, 2026, will be held virtually, allowing shareholders to participate and vote online; record date is January 21, 2026.

• Proxy materials, including the Proxy Statement and Annual Report, are available online, with options for printed copies upon request.

• Shareholders can vote via internet, phone, mail, or during the virtual meeting; multiple voting methods are detailed for both record and beneficial owners.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of five directors, (2) ratification of Baker Tilly US, LLP as independent auditor for FY ending September 30, 2026, (3) advisory vote on executive compensation, and (4) other business as may arise.

• Board recommends voting FOR all director nominees, FOR auditor ratification, and FOR executive compensation approval.

• Procedures for submitting shareholder proposals and director nominations for the 2027 annual meeting are outlined, with specific deadlines.

Board of directors and corporate governance

• Five director nominees: Richard S. Danforth, William H. Dodd, W. Craig Fugate, R. Rimmy Malhotra, and Susan Lee Schmeiser, each with diverse backgrounds in management, finance, government, and technology.

• Board reduced from seven to six seats effective at the Annual Meeting; four of five nominees are independent.

• Board committees (Audit, Compensation, Nominating and Corporate Governance) are fully independent and have defined charters.

• Corporate governance practices include a code of ethics, whistleblower policy, and regular executive sessions of independent directors.