ReposiTrak (TRAK) Proxy filing summary

Executive summary

• Annual meeting scheduled for Nov. 18, 2026, at 9:00 a.m. Mountain Time; shareholders will elect five directors and vote on auditor ratification. The Board recommends FOR both matters.

• The Sept. 25, 2026 record-date voting pool comprised 18,201,204 common shares and 160,865 Series B preferred shares, representing 18,603,163 votes.

Voting matters and shareholder proposals

• Five nominees stand for one-year terms through the 2027 annual meeting; election is by plurality, with the five highest vote-getters elected.

• Haynie & Company ratification for FY ending June 30, 2027 requires FOR votes to exceed AGAINST votes; broker nominees generally may vote on this routine matter.

• Proposals for inclusion in the 2027 proxy must arrive 90–120 days before the first anniversary of the 2026 annual meeting and meet applicable requirements.

Board of directors and corporate governance

• Five nominees are Randall K. Fields, Robert W. Allen, James R. Gillis, Ronald C. Hodge and Peter J. Larkin; all but Fields were determined independent under NYSE and SEC rules.

• The Board met six times and acted by unanimous written consent four times in FY2026; directors attended at least 75% of applicable Board and committee meetings.

• Fields combines Chairman and CEO roles; independent directors provide oversight through regular executive sessions, held at least four times annually under governance guidelines.

• Gillis joined the Board in March 2026. The Audit Committee has four independent members, Allen is its financial expert, and Hodge chairs it.

• Nonemployee directors receive a $75,000 annual retainer; newly appointed outside independent directors receive $150,000 in restricted shares vesting ratably over five years.