Pro-Dex (PDEX) Proxy Filing summary

Executive summary

• Achieved record annual sales of $53M in fiscal 2024, with a first-ever $15M sales quarter and nine consecutive years of sales growth.

• Expanded operational capacity by doubling facilities and increased investment in business development and organizational depth.

• Annual shareholder meeting scheduled for November 21, 2024, with all shareholders encouraged to participate and vote.

Voting matters and shareholder proposals

• Shareholders will vote to elect seven directors, ratify Moss Adams, LLP as independent auditor for FY2025, and approve executive compensation on an advisory basis.

• Board recommends voting “FOR” all director nominees and both proposals.

• Shareholders of record as of September 24, 2024, are eligible to vote; multiple voting methods are available.

Board of directors and corporate governance

• Board consists of seven members, with a majority qualifying as independent under Nasdaq rules.

• Board roles are separated: Nick serves as independent Chairman, Rick as CEO.

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

• Board diversity includes both male and female directors, with a range of backgrounds and expertise.

• All directors attended at least 75% of meetings in FY2024.