Methode Electronics (MEI) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on September 16, 2026, with voting on key proposals including director elections, an omnibus incentive plan, auditor ratification, and a say-on-pay advisory vote.

• Only shareholders of record as of July 23, 2026, are eligible to vote, with 35,494,942 shares outstanding on the record date.

• Voting can be conducted online, by phone, or by mail, and proxies may be revoked prior to the meeting.

Voting matters and shareholder proposals

• Shareholders will vote on electing seven directors, approving the 2026 Omnibus Incentive Plan, ratifying Ernst & Young LLP as auditor for fiscal 2027, and a non-binding advisory vote on executive compensation.

• The board recommends voting FOR all proposals.

• Shareholder proposals for the 2027 meeting must be submitted by April 2, 2027, and director nominations must comply with advance notice by-law provisions.

Board of directors and corporate governance

• Six of seven director nominees are independent; only the CEO is not, due to his executive role.

• The board has Audit, Compensation, and Nominating and Governance Committees, all composed of independent directors.

• The board is led by an independent chairman and conducts annual self-evaluations and supports ongoing director education.

• Stock ownership guidelines require directors to own stock worth at least five times their annual retainer, and executive officers to own multiples of their salary.

• No director attended less than 75% of meetings, except one who attended 71%.