Pro-Dex (PDEX) Proxy Filing summary

Executive summary

• Achieved tenth consecutive year of sales growth, with 24% year-over-year increase to $65M in sales for fiscal 2025, and expects continued growth in fiscal 2026 due to a strong backlog, new customers, and ongoing product development.

• Annual shareholder meeting scheduled for November 20, 2025, with voting on key proposals including director elections, auditor ratification, executive compensation, and equity plan amendment.

Voting matters and shareholder proposals

• Shareholders will vote to elect seven directors, ratify Baker Tilly US, LLP as independent auditor for FY2026, approve executive compensation (say-on-pay), determine frequency of future say-on-pay votes, and amend the 2016 Equity Incentive Plan to extend its term by ten years.

• Board recommends voting for all director nominees, for auditor ratification, for executive compensation, for the equity plan amendment, and for annual say-on-pay votes.

Board of directors and corporate governance

• Board consists of seven members, with a majority qualifying as independent under Nasdaq rules; roles of Chairman and CEO are separated.

• Board committees include Audit, Compensation, Nominating/Corporate Governance, and Investment, all with independent directors except the Investment Committee.

• Board held four meetings in FY2025, with all directors attending at least 75% of meetings.

• Shareholder communications and director nomination processes are established and disclosed.