Standex International (SXI) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for October 22, 2024, at the corporate headquarters in Salem, NH, with voting available online, by phone, mail, or in person for shareholders of record as of August 28, 2024.

• Shareholders will vote on five key proposals: election of three directors, amendment to the Omnibus Incentive Plan, advisory vote on executive compensation, amendment to the By-Laws, and ratification of independent auditors.

• The Board recommends a vote FOR all proposals and has engaged Alliance Advisors to assist in proxy solicitation.

Voting matters and shareholder proposals

• Proposal 1: Elect three directors (Robin J. Davenport, Jeffrey S. Edwards, B. Joanne Edwards) for three-year terms expiring in 2027.

• Proposal 2: Approve an amendment to the 2018 Omnibus Incentive Plan to add 450,000 shares for future equity awards.

• Proposal 3: Advisory vote on executive compensation (say-on-pay).

• Proposal 4: Amend By-Laws to allow the Board, in addition to shareholders, to set the number of directors within the prescribed range.

• Proposal 5: Ratify Deloitte & Touche LLP as independent auditors for FY 2025.

Board of directors and corporate governance

• Board consists of eight directors, with 87.5% independent and 25% gender diversity; average tenure is 10.9 years.

• Board committees: Audit, Compensation, Nominating & Corporate Governance, Innovation & Technology—all comprised solely of independent directors.

• Annual board and committee self-evaluations, mandatory retirement age of 75, and periodic committee chair rotations.

• Board leadership structure includes a combined Chair/CEO, Lead Independent Director, and regular executive sessions of independent directors.

• Stock ownership guidelines and anti-hedging/pledging policies in place for directors and executives.