Socket Mobile (SCKT) Proxy filing summary

Executive summary

• The annual meeting is scheduled for June 3, 2026, in a virtual format, with voting rights for shareholders of record as of April 6, 2026.

• Five directors are nominated for one-year terms; all current directors except Felix Marx are standing for re-election.

• Key proposals include director elections, a non-binding advisory vote on executive compensation, and ratification of the external auditor.

• Shareholders may submit proposals for the 2027 meeting by December 2, 2026, and director nominations must comply with advance notice and SEC rules.

Voting matters and shareholder proposals

• Proposals include electing five directors, approving executive compensation (say-on-pay), and ratifying Sadler, Gibb & Associates, LLC as auditor for 2026.

• Directors are elected by plurality; say-on-pay and auditor ratification require a majority of shares present or represented by proxy.

• Shareholders can cumulate votes for director elections if proper notice is given.

• Shareholder proposals for the 2027 meeting must be received by December 2, 2026, and comply with SEC and bylaw requirements.

Board of directors and corporate governance

• The board consists of five nominees, with a majority deemed independent under Nasdaq rules; all committees are composed of independent directors.

• The board has Audit, Compensation, and Nominating Committees, each with written charters and independent membership.

• The board held four meetings in 2025, with independent directors meeting separately at each.

• The chairman is an independent director, and the company maintains a formal Code of Business Conduct and Ethics.

• The board regularly reviews governance practices and has policies for director independence, whistleblower protection, and annual self-assessment.