Taylor Devices (TAYD) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held in person on October 17, 2025, with a webcast for informational purposes only; shareholders of record as of August 18, 2025, may vote in person or by proxy.

• Key items for shareholder action include electing one Class 3 director, ratifying the independent auditor, approving the 2025 Stock Option Plan, and other business.

• Proxy materials and the annual report are available online, and shareholders are encouraged to vote promptly by proxy.

Voting matters and shareholder proposals

• Shareholders will vote on electing Robert Carey as Class 3 director for a three-year term, ratifying Lumsden & McCormick, LLP as auditor for FY 2026, and adopting the 2025 Stock Option Plan.

• Shareholder proposals for the 2026 meeting must be received by May 8, 2026, for inclusion in proxy materials.

• Shareholders may nominate directors or propose business following advance notice procedures in the by-laws.

Board of directors and corporate governance

• The board consists of five directors, reducing to four after the meeting; all current members have significant industry and management experience.

• Board committees include Audit, Compensation, Nominating, and Executive, each with defined charters and independent directors.

• The board annually self-evaluates its effectiveness and considers diversity and complementary skills in director selection.

• Insider trading and code of ethics policies are in place, with regular re-adoption and updates.