Radiant Logistics (RLGT) Proxy filing summary

Executive summary

• Annual meeting scheduled for Nov. 16, 2026; agenda covers four director elections, auditor ratification, advisory say-on-pay and other properly presented business. The Board recommends FOR all three proposals.

• FY26 results included $934.4M revenue, $246.0M adjusted gross profit, $18.8M net income and $36.7M adjusted EBITDA; adjusted EBITDA margin was 14.9% of adjusted gross profit.

Voting matters and shareholder proposals

• Four nominees—Bohn H. Crain, Richard P. Palmieri, Michael Gould and Kristin E. Toth—stand for one-year terms; the Board unanimously recommends FOR each.

• Proposal 2 seeks ratification of Baker Tilly US, LLP for FY ending June 30, 2027; Proposal 3 is a non-binding say-on-pay vote. The Board recommends FOR both.

• Director elections use majority of votes cast when uncontested; auditor ratification and say-on-pay each require a majority of shares present and entitled to vote. Abstentions count against the latter proposals.

• The next annual meeting is anticipated on or about Nov. 12, 2027; Rule 14a-8 proposals are due by June 11, 2027.

Board of directors and corporate governance

• Board has four members, three independent; Bohn H. Crain serves as both Chair and CEO, with Richard P. Palmieri as Lead Independent Director and AEOC chair.

• Directors are elected annually; uncontested elections use majority voting, and an incumbent nominee who fails election must tender a resignation for Board consideration within 90 days of certification.

• Board held six formal meetings in FY26; all directors attended at least 75% of combined Board and committee meetings, and the AEOC also held six meetings.

• The AEOC combines audit, compensation, nominating and governance functions; the Board conducts annual self-evaluations and oversees CEO and management succession planning.

• Board includes a female director and a Native American Indian director; together, these represent half the Board as diverse by gender and race/ethnicity.