Lsi Industries Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect Robert P. Beech, Ronald D. Brown, James A. Clark, Amy L. Hanson, Chantel E. Lenard, Ernest W. Marshall, Jr., and Wilfred T. O'Gara to one-year terms expiring at the 2027 Annual Meeting.

2. 2

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the Audit Committee’s appointment of Grant Thornton LLP as LSI Industries’ independent registered public accounting firm for fiscal 2027.

3. 3

   Advisory Vote on Executive Compensation

   ManagementBoard: FOR

   Approve, on a non-binding advisory basis, the compensation of LSI Industries’ named executive officers as described in the proxy statement.

   More detail

   Proposal 3 asks shareholders to approve, on a non-binding advisory basis, the compensation paid to LSI Industries’ named executive officers. The vote is the company’s annual Say-on-Pay vote under the Dodd-Frank Act. The proposal covers the compensation disclosed in the Compensation Discussion and Analysis, compensation tables, footnotes, and related narratives. Management explains that its program combines base salary, short-term annual cash incentives, and long-term equity awards. The structure is intended to attract and retain a strong management team while tying a substantial portion of pay to company performance and long-term shareholder value. For fiscal 2026, short-term incentives were linked to adjusted EBITDA and net sales, while long-term awards included performance share units tied to cumulative adjusted EBITDA and RONA and service-based RSUs. The company also highlights compensation governance practices such as payout caps, stock ownership and retention guidelines, clawbacks, independent compensation oversight, and prohibitions on repricing, hedging, pledging, and tax gross-ups. The Compensation Committee and Board believe the program appropriately rewards superior performance, holds executives accountable for underperformance, and does not promote excessive risk-taking. The Board recommends FOR approval, while acknowledging that the advisory result is not legally binding but will be considered in future compensation reviews.

4. 4

   Approval of LSI Industries Inc. 2026 Incentive Award Plan

   ManagementBoard: FOR

   Approve the 2026 Incentive Award Plan, which authorizes 2,100,000 shares for equity awards and will replace the 2019 Omnibus Award Plan for future grants if approved.

   More detail

   Proposal 4 asks shareholders to approve LSI Industries’ 2026 Incentive Award Plan. The Plan authorizes up to 2,100,000 shares, subject to reductions for certain awards granted under prior plans after October 6, 2026. If approved, it will become the company’s sole plan for new equity incentive grants and will replace the 2019 Omnibus Award Plan for future awards, while existing awards remain governed by their original terms. Management is seeking approval primarily because the Royston Group acquisition expanded the company’s workforce and increased the need for shares available for equity compensation. The company states that equity awards help align employees, directors, and consultants with shareholders, tie compensation to performance, support retention, and conserve cash. The proposed reserve is expected to fund equity compensation needs for at least three years, and the company estimates potential dilution of approximately 4.0% as of June 30, 2026. The Plan includes governance protections such as a prohibition on repricing without shareholder approval, a ten-year maximum term for options and SARs, minimum vesting periods generally of one year, no evergreen provision, no automatic grants, no tax gross-ups, and limits on non-employee director compensation. The Plan permits options, restricted stock, SARs, performance shares, performance stock units, performance cash awards, dividend equivalents, stock payments, deferred stock units, and RSUs. Shareholder approval is also necessary to satisfy Nasdaq requirements, and the Board recommends FOR approval because it believes the reserve and plan terms are reasonable and necessary for the combined company’s strategic and compensation needs.

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When is the Lsi Industries Inc 2026 annual meeting?

Lsi Industries Inc (LYTS) holds its 2026 annual shareholder meeting on Tuesday, November 24, 2026.

What is the record date for the Lsi Industries Inc 2026 meeting?

The record date for the Lsi Industries Inc 2026 meeting is Tuesday, September 29, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Lsi Industries Inc's 2026 meeting?

The board is presenting 7 director nominees at the Lsi Industries Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Lsi Industries Inc 2026 meeting?

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