Richardson Electronics (RELL) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for October 8, 2024, to elect seven directors, ratify the independent auditor, and hold an advisory vote on executive compensation.

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

• Only stockholders of record as of August 9, 2024, are entitled to vote.

Voting matters and shareholder proposals

• Proposals include electing seven directors, ratifying BDO USA, P.C. as auditor for fiscal 2025, and an advisory vote on executive compensation.

• Board recommends voting FOR all proposals.

• Shareholders may submit proposals for the 2025 meeting by April 25, 2025.

Board of directors and corporate governance

• Seven directors are nominated, with diverse backgrounds in technology, healthcare, and finance.

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

• Board leadership combines CEO and Chairman roles, with a lead independent director.

• Board diversity includes one female and a range of professional experiences.

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

• Non-employee directors must meet stock ownership guidelines and receive restricted stock awards and cash retainers.