VirTra (VTSI) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for October 21, 2024, with voting on director elections and auditor ratification.

• Shareholders of record as of August 26, 2024, are eligible to vote; 11,170,773 shares outstanding.

• Proxy materials are available online, with options for electronic or paper voting.

• Board recommends voting FOR all director nominees and auditor ratification.

Voting matters and shareholder proposals

• Proposal 1: Elect five directors to serve until the 2025 annual meeting.

• Proposal 2: Ratify Haynie & Company as independent registered public accounting firm for 2024.

• No other shareholder proposals or business are expected at the meeting.

• Shareholder proposals for 2025 must be submitted between June 23 and July 23, 2025.

Board of directors and corporate governance

• Five director nominees: John F. Givens II, Jeffrey D. Brown, Gregg C.E. Johnson, Michael T. Ayers, and Lt. Gen. (R) Maria R. Gervais.

• Board currently has a majority of independent directors.

• Board committees: Audit, Compensation, and Nominating & Corporate Governance, each with defined charters.

• Board diversity matrix will include one female director after the meeting, but no underrepresented minorities or LGBTQ+ members.

• Directors are encouraged, but not required, to attend the annual meeting.