Pro-Dex (PDEX) Proxy filing summary

Executive summary

• FY2026 sales rose 16% YoY, with record quarterly and annual sales; a three-year extension was signed with the largest customer, and Advanced Precision Machining was acquired to expand manufacturing capacity and technology.

• Four projects are in development, including work with Monogram/Zimmer Biomet with shipments expected in FY2027; the Helios CMF Driver is production-ready, and resources are being devoted to acquisition opportunities.

Voting matters and shareholder proposals

• The November 19, 2026 annual meeting will vote on seven director nominees, Baker Tilly US, LLP’s appointment for FY ending June 30, 2027, and an advisory say-on-pay proposal; the Board recommends FOR all three matters.

• Director nominees receiving the seven highest vote totals are elected; the auditor and say-on-pay proposals pass if votes for exceed votes against. Abstentions and broker non-votes do not affect these latter vote totals.

• Proposals for inclusion in next year’s proxy materials and other shareholder nominations are due June 10, 2027; universal proxy notices for competing director nominees are due August 10, 2027.

Board of directors and corporate governance

• Seven directors stand for election annually. The Board determined all directors are independent except CEO Rick Van Kirk and quality/regulatory executive Angelita Domingo; five nominees qualify as independent under Nasdaq rules.

• Independent director Nick Swenson chairs the Board, separate from CEO Rick Van Kirk; the Board met four times and acted twice by written consent in FY2026, with no director attending less than 75% of applicable meetings.

• Audit, Compensation, and Nominating/Corporate Governance Committees consist entirely of independent directors; the Audit Committee has three members and two designated financial experts.