Syntec Optics (OPTX) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on January 20, 2026, to vote on director elections, auditor ratification, RSU grants, and amendments to the certificate of incorporation.

• Shareholders of record as of November 24, 2025, are eligible to vote, with multiple voting methods available including online, phone, and mail.

• Proxy materials and the annual report are accessible online, and shareholders are encouraged to vote in advance to ensure quorum.

Voting matters and shareholder proposals

• Election of two directors to serve until the 2028 annual meeting.

• Ratification of CBIZ, Inc. as the independent registered public accounting firm for 2025.

• Approval of RSU grants under the 2023 Equity Incentive Plan.

• Amendment of the Second Amended and Restated Certificate of Incorporation to modify voting requirements, director removal, and written consent provisions.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of five directors in three staggered classes; two directors are up for election.

• Board committees include audit, compensation, and nominating/governance, all meeting required independence standards.

• Board met four times in 2024, with all directors attending at least 75% of meetings.

• Board leadership structure combines CEO and Chairman roles, periodically reviewed for effectiveness.

• Board diversity matrix shows all five directors are male and white.