Richardson Electronics (RELL) Proxy filing summary

Executive summary

• Annual Meeting scheduled for October 6, 2026, to elect seven directors, ratify the auditor, and approve executive compensation on an advisory basis.

• Proxy materials are distributed electronically, with voting available by phone, internet, or mail.

• Only stockholders of record as of August 7, 2026, are entitled to vote.

Voting matters and shareholder proposals

• Proposals include election of seven directors, ratification of BDO USA, P.C. as auditor for fiscal 2027, and advisory approval of executive compensation.

• Board recommends voting FOR all proposals.

• Shareholder proposals for the 2027 meeting must be received by April 23, 2027.

Board of directors and corporate governance

• Board consists of seven nominees with diverse industry, management, and financial expertise.

• Five directors are independent per Nasdaq standards; Mr. Richardson serves as both Chairman and CEO.

• Mr. Plante serves as lead independent director; non-management directors meet in executive sessions.

• Four standing committees: Audit, Compensation & Governance, Executive, and Nominating.

• Non-employee directors receive restricted stock awards, retainers, and meeting fees; required to maintain $150,000 stock ownership by August 1, 2027.