The LGL Group (LGL) Proxy filing summary

Executive summary

• Annual meeting scheduled for May 12, 2026, to address director elections, redomestication, executive compensation, incentive plan, and auditor ratification.

• Board recommends approval of all proposals, including moving incorporation from Delaware to Nevada for tax and governance benefits.

• Company operates in manufacturing and merchant investment, with recent leadership transitions and a focus on aligning executive interests with shareholders.

Voting matters and shareholder proposals

• Six director nominees, five of whom are independent, are up for election for one-year terms.

• Proposal to redomesticate from Delaware to Nevada, expected to reduce franchise taxes and enhance director/officer protections.

• Advisory votes on executive compensation and frequency of future say-on-pay votes (Board recommends annual vote).

• Approval sought for amended 2021 Incentive Plan, increasing share reserve and updating plan terms.

• Ratification of PKF O'Connor Davies, LLP as independent auditor for 2026.

Board of directors and corporate governance

• Board consists of six members with diverse expertise in finance, governance, manufacturing, and M&A.

• Five directors are independent per NYSE rules; leadership structure separates Chairman and CEO roles as of January 2026.

• Board committees include Audit, Compensation, Nominating, and Related Party Committees, all with independent members.

• Directors are encouraged to attend annual meetings; all attended in 2025.