Sono-Tek (SOTK) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for August 21, 2025, to elect four directors, ratify auditors, and hold advisory votes on executive compensation and its frequency.

• Shareholders of record as of July 21, 2025, are entitled to vote; multiple voting methods are available.

• Proxy materials, including the annual report, are available online and by mail.

Voting matters and shareholder proposals

• Four directors nominated for election to serve until 2027; one current director not standing for reelection.

• Ratification of CBIZ CPAs as independent auditors for fiscal year ending February 28, 2026.

• Advisory vote on executive compensation and on the frequency of future advisory votes, with board recommending a three-year interval.

• Shareholder proposals for the 2026 meeting must be submitted by April 15, 2026, following SEC and by-law procedures.

Board of directors and corporate governance

• Board consists of eight members, six of whom are independent under NASDAQ rules.

• Board leadership includes an Executive Chairman and a CEO/President, providing a link between management and the board.

• Three standing committees: Audit, Compensation, and Nominating, each with defined charters and responsibilities.

• All directors attended at least 75% of board meetings in fiscal 2025.