Koss (KOSS) Proxy filing summary

Executive summary

• Annual Meeting scheduled for October 14, 2026, to be held virtually, with voting on director elections, executive compensation, and auditor ratification.

• Five directors are nominated for one-year terms; all are current directors with significant experience in operations, finance, and strategy.

• Shareholders will vote on a non-binding advisory resolution regarding executive compensation and on the ratification of WIPFLI, LLP as the independent auditor for FY 2027.

• Proxy materials are available online, and shareholders can vote by internet, phone, or mail.

Voting matters and shareholder proposals

• Proposals include election of five directors, advisory approval of executive compensation, and ratification of WIPFLI, LLP as auditor.

• Shareholders of record as of August 24, 2026, are eligible to vote; each share of common stock has one vote.

• Stockholders may submit proposals for the 2027 meeting by May 7, 2027, and director nominations by August 15, 2027.

Board of directors and corporate governance

• Board consists of five directors, with a mix of executive and independent members; majority are independent as per Nasdaq rules.

• Chairman and CEO roles are combined; lead independent director is designated.

• Board committees include Audit, Compensation, and Nominating, each chaired by an independent director.

• Directors are expected to attend all meetings; 100% attendance reported for FY 2026.

• Code of Ethics and Insider Trading Policy are in place and available on the company website.