Richardson Electronics (RELL) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for October 7, 2025, to vote on director elections, auditor ratification, executive compensation, amendments to the long-term incentive plan, and an increase in authorized shares.

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

• The board recommends voting in favor of all proposals, including director nominees and amendments.

Voting matters and shareholder proposals

• Seven directors are nominated for election for a term expiring at the 2026 annual meeting.

• Proposals include ratifying BDO USA, P.C. as auditor, approving executive compensation (say-on-pay), amending the 2011 Long-Term Incentive Plan to add 2,000,000 shares, and increasing authorized common stock to 22,000,000 shares.

• Shareholder proposals for the 2026 meeting must be received by April 24, 2026.

Board of directors and corporate governance

• The board consists of seven directors, with a mix of industry, financial, and management experience.

• Five directors are independent per Nasdaq standards; all committee members are independent.

• The roles of Chairman and CEO are combined; a lead independent director is appointed.

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

• Non-employee directors receive restricted stock awards, retainers, and meeting fees; equity ownership guidelines are in place.