M-tron Industries (MPTI) Proxy filing summary

Executive summary

• The annual meeting is scheduled for June 16, 2026, with voting on director elections, executive compensation, an amended incentive plan, and auditor ratification.

• The proxy statement details board structure, compensation, governance, and shareholder rights.

• Forward-looking statements are included, with caution regarding risks and uncertainties.

Voting matters and shareholder proposals

• Shareholders will vote on electing seven directors, approving executive compensation (say-on-pay), approving the Second Amended and Restated 2022 Incentive Plan, and ratifying PKF O'Connor Davies, LLP as auditor.

• Board recommends voting FOR all proposals.

• Procedures for submitting shareholder proposals and director nominations for the 2027 meeting are outlined.

Board of directors and corporate governance

• The board consists of seven members, six of whom are independent.

• Directors bring expertise in governance, finance, M&A, manufacturing, and aerospace/defense.

• Four standing committees: Audit, Compensation, Corporate Governance, and Nominating, each with defined roles and annual reviews.

• Board leadership is separated between Co-Chairmen and CEO.

• Directors are encouraged to attend annual meetings; all attended in 2025.