Methode Electronics (MEI) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for September 17, 2025, with voting on director elections, auditor ratification, and executive compensation via a virtual format.

• Only shareholders of record as of July 24, 2025, may vote; 35,217,142 shares are outstanding.

• Proxy materials are distributed electronically, with options for advance or live voting.

Voting matters and shareholder proposals

• Shareholders will vote on electing seven directors, ratifying Ernst & Young LLP as auditor for fiscal 2026, and approving executive compensation on an advisory basis.

• Board recommends voting FOR all proposals.

• Shareholder proposals and director nominations for 2026 must be submitted by April 3, 2026.

Board of directors and corporate governance

• Board size reduced from ten to seven directors for 2025.

• All directors except the CEO are independent; all committee members meet SEC and NYSE independence standards.

• Board committees: Audit (10 meetings), Compensation (7), Nominating and Governance (4).

• Independent Chairman leads the board; annual board and committee evaluations are conducted.

• Directors are expected to attend at least 75% of meetings; all met this threshold in 2025.

• Stock ownership guidelines: directors must own stock worth five times their annual retainer.