Leatt (LEAT) Proxy filing summary

Executive summary

• Virtual annual meeting scheduled for November 20, 2026; September 24, 2026 record date, with five proposals covering directors, auditor ratification, the 2026 equity plan and executive-pay votes.

• Board recommends FOR Proposals 1–4 and a three-year frequency for future say-on-pay votes.

Voting matters and shareholder proposals

• Proposals: elect three directors; ratify M&K CPAS, PLLC for FY2026; approve the 2026 Equity Incentive Plan; advisory say-on-pay; set future say-on-pay vote frequency.

• Each director and Proposals 2–4 require a majority of votes cast; the frequency vote offers one-, two- or three-year choices. Abstentions have no effect on the advisory votes.

• Proposal 3 approval would establish a 470,000-share reserve for future awards; the plan is intended to support recruitment, retention and incentives, and may operate for several years.

• The Board favors say-on-pay votes every three years, citing long-term pay alignment and reduced management time spent on annual solicitation; results are advisory and may be reconsidered.

• 2027 stockholder proposals must be received by October 8, 2026, under the stated proxy deadlines.

Board of directors and corporate governance

• Three incumbent nominees—Christopher J. Leatt, Sean Macdonald and Jeffrey J. Guzy—are standing for election through the 2027 annual meeting.

• The Board has three members; Guzy is its sole independent director and chairs both the Audit and Compensation Committees. Each director attended at least 75% of applicable 2025 meetings.

• The Board supports separate Chair and CEO roles while retaining authority to combine them; committees report to the full Board.

• The written Code of Ethics applies to officers, directors and employees; no waivers were reported for FY2025.