Koss (KOSS) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for October 16, 2024, will be held virtually, allowing shareholders to attend, ask questions, and vote online.

• Shareholders will vote on electing five directors, approving executive compensation on an advisory basis, and ratifying the appointment of WIPFLI, LLP as the independent auditor for fiscal 2025.

• Only shareholders of record as of August 26, 2024, are eligible to vote; 9,299,795 shares of common stock are outstanding, each with one vote.

• Proxies may be submitted by mail, phone, or online, and can be revoked at any time before voting.

Voting matters and shareholder proposals

• Election of five directors for one-year terms; nominees are current directors with diverse backgrounds in operations, finance, and management.

• Advisory vote on executive compensation, emphasizing pay-for-performance and alignment with shareholder interests.

• Ratification of WIPFLI, LLP as independent auditor; firm has served since 2019.

• No shareholder proposals are on the agenda; proposals for 2025 must be submitted by May 2, 2025.

Board of directors and corporate governance

• Board consists of five members, with a mix of independent and non-independent directors; three of four non-executive members are independent.

• Michael J. Koss serves as both Chairman and CEO; board believes this structure enhances alignment and efficiency.

• Board committees include Audit, Compensation, and Nominating, all composed of independent directors.

• Board diversity matrix: four males, one female; all directors self-identify as White.

• Directors are expected to attend all meetings; 100% attendance reported for fiscal 2024.