Standex International (SXI) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for October 22, 2024, at the company headquarters in Salem, NH, with shareholders of record as of August 28, 2024, eligible to vote on key proposals.

• Shareholders can vote in person, by mail, phone, or online, with proxy solicitation costs covered by the company and Alliance Advisors assisting in the process.

• The board recommends voting in favor of all proposals, including director elections, incentive plan amendment, executive compensation, by-law amendment, and auditor ratification.

Voting matters and shareholder proposals

• Election of three directors for three-year terms expiring in 2027.

• Amendment to the 2018 Omnibus Incentive Plan to add 450,000 shares for future equity awards.

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

• Amendment to by-laws allowing the board, in addition to shareholders, to set the number of directors within a prescribed range.

• Ratification of Deloitte & Touche LLP as independent auditors for FY 2025.

Board of directors and corporate governance

• Board consists of eight directors, with three classes serving staggered three-year terms.

• All non-employee directors are independent; board committees are composed solely of independent directors.

• Regular board and committee self-evaluations, mandatory retirement age of 75, and ongoing board refreshment with a focus on diversity.

• Board leadership structure includes a combined Chair/CEO, Lead Independent Director, and annual review of leadership roles.

• Four standing committees: Audit, Compensation, Nominating & Corporate Governance, and Innovation & Technology.

• Board and committees oversee risk, strategy, ESG, and compliance.