Rekor Systems (REKR) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held on May 15, 2026, both in person and virtually, to elect directors, ratify the appointment of the independent auditor, and hold an advisory vote on executive compensation.

• Shareholders of record as of March 25, 2026, are entitled to vote, with 136,578,177 shares outstanding.

• Voting can be done by mail, phone, internet, or in person, and proxies may be revoked before the meeting.

• The Board recommends voting FOR all director nominees, auditor ratification, and executive compensation approval.

Voting matters and shareholder proposals

• Proposals include electing six directors, ratifying CBIZ CPAs P.C. as auditor for 2026, and a non-binding say-on-pay vote.

• Shareholder proposals for the 2027 meeting must be submitted by December 2, 2026, for proxy inclusion.

• Advance notice for other business at the 2027 meeting is required between January 15 and February 14, 2027.

Board of directors and corporate governance

• The Board consists of six members, five of whom are independent under Nasdaq rules.

• Board leadership combines the roles of Chairman and CEO, with a Lead Director providing independent oversight.

• Three standing committees: Audit, Compensation, and Governance and Nominations, all chaired by independent directors.

• Directors attended about 95% of meetings in 2025.

• A Code of Conduct and stock ownership policy for directors are in place.