Tandy Leather Factory (TLF) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for June 10, 2025, with voting on four key proposals, including director elections, auditor ratification, executive compensation, and an increase in shares under the 2023 Incentive Stock Plan.

• Forward-looking statements address growth strategy and strategic initiatives, with risks and uncertainties highlighted.

• Proxy materials are available online, and shareholders are encouraged to vote electronically or by mail.

Voting matters and shareholder proposals

• Shareholders will vote on electing six directors for a one-year term, ratifying the independent auditor, an advisory say-on-pay vote, and increasing shares under the 2023 Incentive Stock Plan.

• Board recommends voting in favor of all four proposals.

• Shareholder proposals for the 2026 meeting must be submitted between 90 and 120 days before the anniversary of the 2025 meeting.

Board of directors and corporate governance

• Board will be reduced from eight to seven members, with Sejal Patel not standing for reelection.

• Board leadership is separated between CEO and Chairman roles.

• Five of six current directors are independent; three board committees are composed solely of independent directors.

• Board diversity matrix provided, showing gender and demographic representation.

• Directors are encouraged to attend meetings; all attended at least 75% of meetings in 2024.