Nortech Systems (NSYS) Proxy filing summary

Executive summary

• Annual meeting scheduled for May 13, 2026, to be held virtually, with shareholders able to vote online or by proxy.

• Key items for shareholder vote: election of six directors, advisory say-on-pay, ratification of Baker Tilly as auditor, and approval of the 2026 Equity Incentive Plan.

• Shareholders of record as of March 20, 2026, are eligible to vote; 2,786,134 shares outstanding, each with one vote.

Voting matters and shareholder proposals

• Election of six directors for one-year terms; plurality vote required, no cumulative voting.

• Advisory vote on executive compensation (say-on-pay); majority of votes cast needed for approval.

• Ratification of Baker Tilly US, LLP as independent auditor for 2026; majority of votes cast required.

• Approval of the 2026 Equity Incentive Plan; majority of votes cast required.

• Shareholder proposals for the 2027 meeting must be received by specified deadlines for inclusion.

Board of directors and corporate governance

• Board consists of six nominees, with backgrounds in finance, technology, ESG, and industry leadership.

• Board committees: Audit, Compensation and Talent, Nominating and Corporate Governance, Science and Technology.

• Five of seven current directors are independent; after election, four of six will be independent.

• Company qualifies as a "controlled company" under Nasdaq rules due to Kunin family ownership, exempting it from some independence requirements.

• Board leadership is separated between Chairperson and CEO.