Lightpath Technologies Inc

1. 1

   Election of Two Class III Directors

   ManagementBoard: FOR

   Elect Kim Crider and Shmuel Rubin as Class III directors to serve until the fiscal year 2030 annual meeting or until their successors are elected and qualified.

2. 2

   Advisory Vote to Approve Executive Compensation

   ManagementBoard: FOR

   Approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers as disclosed in the Executive Compensation section of the Proxy Statement, including the compensation tables and related narrative disclosures.

   More detail

   Proposal 2 asks stockholders to approve, on a non-binding advisory basis, the compensation paid and awarded to LightPath’s named executive officers. The resolution covers the entire Executive Compensation section, including the compensation tables and the related narrative disclosures required by Item 402 of Regulation S-K. Management presents the program as a pay-for-performance system consisting of base salary plus short- and long-term incentive awards tied to company and individual performance goals. The company’s fiscal 2026 incentive program included financial-performance measures such as adjusted EBITDA and revenue, a total shareholder return comparison against the Russell MicroCap Index, and retention restricted stock units. The filing reports that both named executive officers earned their fiscal 2026 short-term incentive awards after the company exceeded its adjusted EBITDA and revenue targets and met personalized goals. The filing also describes substantial multi-year performance-based option awards granted to the CEO and CFO, with vesting tied to significant revenue and adjusted EBITDA growth targets. LightPath states that the structure is intended to attract and retain executives, motivate achievement of strategic objectives, align management with stockholder value, and avoid excessive risk-taking through a mix of short- and long-term measures. The vote is advisory and therefore not binding, but the Board and Compensation Committee state that they will consider the outcome in future compensation decisions. The Board recommends a FOR vote because it believes the program is consistent with company strategy, competitive practice, governance principles, and stockholder interests.

3. 3

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the Audit Committee’s appointment of BDO USA, P.C. as LightPath’s independent registered public accounting firm for the fiscal year ending June 30, 2027.

4. 4

   Other Business

   Management

   Transact any other business that may properly come before the Annual Meeting or any postponement or adjournment.

   More detail

   The proxy authorizes consideration of any other matter that may properly come before the Annual Meeting. The filing states that the Board is not aware of any additional business beyond the three stated proposals. This provision is customary and preserves proxy-holder discretion if an unforeseen but valid matter is presented. It does not identify a separate substantive initiative, transaction, governance amendment, or shareholder proposal. If another matter is properly brought before the meeting, the individuals named as proxies may vote the shares represented by the proxy according to their judgment. The proxy card likewise authorizes the proxies to act on such matters at their discretion. Because no specific matter is identified, stockholders cannot evaluate a defined substantive proposal from the filing. The Board does not provide a FOR or AGAINST recommendation for this contingency item. The provision therefore functions as a procedural authorization rather than a planned proposal for stockholder approval.

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When is the Lightpath Technologies Inc 2026 annual meeting?

Lightpath Technologies Inc (LPTH) holds its 2026 annual shareholder meeting on Wednesday, December 9, 2026.

What is the record date for the Lightpath Technologies Inc 2026 meeting?

The record date for the Lightpath Technologies Inc 2026 meeting is Thursday, October 15, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Lightpath Technologies Inc's 2026 meeting?

The board is presenting 2 director nominees at the Lightpath Technologies Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Lightpath Technologies Inc 2026 meeting?

Shareholders will vote on 4 proposals at the Lightpath Technologies Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.