LSI Industries (LYTS) Proxy filing summary

Executive summary

• FY26 net sales were $689.4 million and adjusted EPS was $1.25, versus $1.07 in FY25; adjusted EBITDA was $69.7 million, up 27%, with a 10.1% margin, 50 bps above FY25.

• The Royston acquisition closed in March 2026; pro forma trailing 12-month revenue and adjusted EBITDA through September 2025 positioned the combined business to reach Fast Forward Plan targets two years early.

• The November 24, 2026 annual meeting will be virtual, with voting open to shareholders of record on September 29, 2026.

Voting matters and shareholder proposals

• Shareholders will vote on seven director nominees, FY27 auditor ratification, an advisory say-on-pay resolution, and approval of the 2026 Incentive Award Plan; the Board recommends FOR each.

• Director nominees receiving the most votes are elected; auditor ratification requires a majority of shares voting, while say-on-pay and the incentive plan require a majority of shares present and entitled to vote.

• The say-on-pay vote is nonbinding; the Board and Compensation Committee will consider the result when reviewing executive pay programs.

• The incentive plan, adopted subject to shareholder approval, authorizes 2.1 million shares, comprising 1,520,760 new shares and 579,240 rolled over from prior plans; expected to fund equity awards for at least three years.

• Proposals for the 2027 annual meeting must be received by June 11, 2027; director nominations are due by July 27, 2027, with Rule 14a-19 notice due by September 25, 2027.

Board of directors and corporate governance

• Seven current directors are nominated for one-year terms through the 2027 annual meeting; six of the seven directors were determined independent under Nasdaq and Exchange Act standards.

• Wilfred T. O'Gara is independent Board Chair; James A. Clark serves as CEO and President. The Board cited the structure as appropriate and periodically reviews leadership structure and succession.

• The Board met five times in FY26; each director attended at least 75% of applicable Board, committee, and independent-director meetings.

• Audit, Compensation, and Nominating and Corporate Governance Committees met four, six, and five times, respectively, in FY26; the committees are composed of independent non-employee directors.

• The Code of Business Conduct was amended and restated in 2026; no waivers were granted to executive officers, managers, or employees.