Insteel Industries (IIIN) Proxy Filing summary

Executive summary

• Annual meeting scheduled for February 10, 2026, at Cross Creek Country Club, Mount Airy, NC, with shareholders of record as of December 10, 2025, eligible to vote.

• Key proposals include election of directors, advisory vote on executive compensation, and ratification of the independent auditor.

• Company highlights strong financial performance in fiscal 2025, including revenue growth, improved margins, and a special dividend.

• Board and management emphasize commitment to high standards of corporate governance and shareholder engagement.

Voting matters and shareholder proposals

• Shareholders will vote on electing one director for a one-year term and two directors for three-year terms.

• Advisory vote on executive compensation (Say-on-Pay) and ratification of Grant Thornton LLP as independent auditor for fiscal 2026.

• Shareholder proposals for the 2027 meeting must be submitted by September 4, 2026, for inclusion in proxy materials.

Board of directors and corporate governance

• Board size reduced from nine to seven members following planned retirements and resignations.

• Eight of nine current directors are independent; all committees are fully independent.

• Board leadership includes a combined Chairman/CEO and an independent Lead Director, with succession planning for these roles.

• Committees: Audit, Executive Compensation, and Nominating and Governance, each with defined responsibilities.

• Annual board, committee, and CEO evaluations; robust director education and share ownership guidelines.