Lucyd (LUCY) Proxy filing summary

Executive summary

• The annual meeting is scheduled for August 26, 2025, to be held virtually, with voting on key proposals including director elections, auditor ratification, reinstatement of control share voting rights, a company name change, and extension of the rights plan.

• Only shareholders of record as of June 30, 2025, are entitled to vote, with each share of common stock (excluding control shares) entitled to one vote.

• The board unanimously recommends voting for all director nominees and for proposals 2, 4, and 5.

Voting matters and shareholder proposals

• Election of four directors: Harrison Gross, Kristen McLaughlin, Louis Castro, and Olivia C. Bartlett, each to serve until the 2026 annual meeting.

• Ratification of Cherry Bekaert LLP as independent auditor for fiscal year ending December 31, 2025.

• Vote on reinstatement of voting rights to 1,000,000 control shares acquired by the Galkins, currently representing 22% of outstanding shares.

• Approval of an amendment to change the company name to Lucyd, Inc.

• Ratification of an amendment to the rights plan, extending it for one year to September 2026.

Board of directors and corporate governance

• Board consists of four directors, with three (Castro, McLaughlin, Bartlett) deemed independent under NASDAQ standards.

• Board committees include Audit, Compensation, and Nominating and Corporate Governance, each with independent members and written charters.

• Code of ethics applies to directors and principal executives; all Section 16(a) filings were timely in 2024.