Methode Electronics (MEI) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for September 11, 2024, with voting on director elections, auditor ratification, and executive compensation approval.

• Only shareholders of record as of July 15, 2024, are eligible to vote; 35,324,385 shares outstanding.

• The meeting will be held virtually, and proxy materials are distributed electronically.

Voting matters and shareholder proposals

• Shareholders will vote on electing ten directors, ratifying Ernst & Young LLP as auditor for fiscal 2025, and a non-binding say-on-pay for executive compensation.

• Board recommends voting FOR all proposals.

• Majority vote required for approval; broker non-votes and abstentions have specific effects on outcomes.

• Shareholder proposals for the 2025 meeting must be submitted by March 31, 2025.

Board of directors and corporate governance

• Nine board meetings held in fiscal 2024; all directors attended at least 75% of meetings.

• Board consists of ten directors post-meeting; all but the CEO are independent.

• Committees include Audit, Compensation, Nominating and Governance, Technology; Medical Products Committee dissolved in 2023.

• Annual board and committee evaluations are conducted, with outside counsel compiling results.

• Board leadership is independent, with an independent Chairman.