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 for shareholders of record as of August 8, 2025.

• The board recommends voting in favor of all proposals, including director nominees, auditor ratification, executive compensation, incentive plan amendment, and certificate of incorporation amendment.

Voting matters and shareholder proposals

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

• Proposals include ratification of BDO USA, P.C. as auditor, advisory approval of executive compensation, amendment to increase shares under the 2011 Long-Term Incentive Plan, and an increase in authorized common stock.

• Shareholders may submit proposals for the 2026 meeting by April 24, 2026, and director nominations by July 14, 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 equity awards, cash retainers, and must meet stock ownership guidelines.