Sono-Tek (SOTK) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for August 22, 2024, to elect three directors, ratify auditor appointment, and hold an advisory vote on executive compensation.

• Shareholders of record as of July 22, 2024, are eligible to vote; 15,750,880 shares outstanding.

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

Voting matters and shareholder proposals

• Election of three directors to serve until the 2026 Annual Meeting.

• Ratification of Marcum LLP as independent auditors for fiscal year ending February 28, 2025.

• Advisory vote on executive compensation for named executive officers.

• Shareholder proposals for the 2025 meeting must be submitted by April 15, 2025.

Board of directors and corporate governance

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

• Board diversity includes both gender and ethnic representation; one female director and one African American director.

• Board held four meetings in fiscal 2024; all directors attended at least 75% of meetings.

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

• Non-employee directors receive $2,500 per meeting plus option grants.