Syntec Optics (OPTX) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on December 20, 2024, to elect two directors, ratify the appointment of Marcum LLP as auditor, approve RSU grants under the 2023 Equity Incentive Plan, and address other business.

• Shareholders of record as of November 7, 2024, are entitled to vote, with each share carrying one vote; a majority of shares constitutes a quorum.

• Proxy materials and the annual report are available online, and shareholders are encouraged to vote in advance via internet, phone, or mail.

Voting matters and shareholder proposals

• Proposals include electing two directors until 2027, ratifying Marcum LLP as auditor for 2024, approving RSU grants, and considering other business.

• Directors are elected by plurality; auditor ratification and RSU approval require a majority of votes cast.

• Broker non-votes may affect non-routine items; shareholders are urged to provide voting instructions to brokers.

• Shareholder proposals for the 2025 meeting must be received by July 11, 2025, for inclusion in proxy materials.

Board of directors and corporate governance

• The board consists of three staggered classes, totaling five directors, with two up for election in 2024.

• Nominees Brent Rosenthal and Dean Rudy bring expertise in finance, operations, and industry leadership.

• Board committees include audit, compensation, and nominating/governance, all compliant with SEC and Nasdaq rules.

• The board is responsible for risk oversight, while management handles day-to-day risk management.

• Independent directors are determined per Nasdaq standards; the company relies on a controlled company exemption for board independence.