Yunhong Green CTI (YHGJ) Proxy filing summary

Executive summary

• Annual meeting scheduled for Dec. 30, 2026; record date Nov. 2, 2026. Proposals cover six director elections, advisory executive-pay votes and auditor ratification.

• Board recommends votes FOR all six nominees, executive compensation and Wolf & Company, and a three-year interval for future say-on-pay votes.

Voting matters and shareholder proposals

• Each director nominee requires a majority of votes represented and entitled to vote; abstentions count against, while broker non-votes have no effect.

• Say-on-pay requires a majority vote; the frequency receiving the most votes prevails. The Board favors three years; if selected, the next vote would be in 2029.

• Wolf & Company’s appointment for FY2027 requires majority approval; brokers may vote without instructions, and the Audit Committee will reconsider the appointment if shareholders reject it.

• Rule 14a-8 proposals for the expected December 2027 meeting are due by July 19, 2027; other business and director nomination notices are due June 19–July 19, 2027.

Board of directors and corporate governance

• Six incumbent directors are nominated for one-year terms through the 2027 annual meeting; five of six directors are Nasdaq-independent, and independent directors chair and comprise all committees.

• Fred Chak became director in March 2026 and Board chair in April; Iris Chan joined in January 2026 and chairs Audit. The Board has not designated a lead independent director since January 2026.

• The Board met 14 times in 2025; each then-serving director attended at least 75% of applicable Board and committee meetings.

• The Nominating and Governance Committee adopted its charter Nov. 12, 2026, and recommended the six incumbent nominees; it considers business experience, integrity, reputation and diversity of background and experience.