Table Trac (TBTC) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for May 14, 2025, to elect three directors, hold advisory votes on executive compensation and its frequency, and ratify the appointment of Boulay P.L.L.P. as independent auditor.

• Record date for voting is April 3, 2025, with 4,639,523 shares outstanding; each share has one vote per matter.

• Proposals include director elections, say-on-pay, say-on-frequency, auditor ratification, and other business as may arise.

Voting matters and shareholder proposals

• Shareholders will vote on three director nominees, executive compensation (say-on-pay), frequency of future say-on-pay votes, and auditor ratification.

• Board recommends a three-year frequency for say-on-pay votes, consistent with prior shareholder approval.

• Shareholder proposals for the 2026 meeting must be submitted by February 10, 2026.

Board of directors and corporate governance

• Board consists of Chad Hoehne (Chairman), William Martinez, Thomas J. Mertens, and Andrew T. Berger.

• Majority of directors are independent per Nasdaq and SEC rules.

• Board has Compensation, Audit, and Compliance Committees; all have written charters.

• Board and committees met regularly in 2024, with 100% attendance.

• No standing nominating committee; all directors participate in director nominations.

• Code of Ethics and insider trading policy are in place.