Transcat (TRNS) Proxy Filing summary

Executive summary

• Annual meeting scheduled for September 10, 2025, via webcast, with record date July 14, 2025.

• Key proposals include election of three directors, fixing board size at nine, advisory votes on executive compensation and its frequency, and ratification of Deloitte as auditor.

• Board recommends voting for all proposals and for annual say-on-pay votes.

• Fiscal 2025 saw 7.3% revenue growth, two acquisitions, and continued focus on regulated industries.

Voting matters and shareholder proposals

• Proposals: elect three directors, set board at nine, approve executive compensation, set say-on-pay frequency, ratify Deloitte as auditor.

• Board recommends voting for all proposals and for annual say-on-pay votes.

• Shareholders can submit proposals for the 2026 meeting by March 26, 2026, for inclusion in proxy materials.

Board of directors and corporate governance

• Board to be reduced from ten to nine members following a retirement; all but CEO are independent.

• Board declassification began in 2024; all directors will serve one-year terms by 2028.

• Corporate Governance Guidelines adopted, including mandatory retirement at 75 and limits on other board service.

• Five standing committees: Audit, Compensation, Executive, NESG, and Technology.