Methode Electronics Inc

1. 1

   Election of seven directors

   ManagementBoard: FOR

   Elect seven director nominees to hold office until the 2027 Annual Meeting or until earlier resignation or a successor is elected.

2. 2

   Approval of the Methode Electronics, Inc. 2026 Omnibus Incentive Plan

   ManagementBoard: FOR

   Approve the 2026 Omnibus Incentive Plan to authorize grants of options, SARs, restricted stock, RSUs and performance grants and to increase the share reserve (initially 2,000,000 shares plus available shares under the 2022 Plan) for employees, directors and consultants.

   More detail

   This proposal asks shareholders to approve the Company’s new 2026 Omnibus Incentive Plan, which would (subject to shareholder approval) replace the prior 2022 Plan and make an initial share reserve consisting of 2,000,000 new shares plus remaining shares available under the 2022 Plan available for awards. Management and the Compensation Committee state the plan’s purpose is to attract, retain and motivate employees, directors and consultants through grants of stock options, SARs, restricted stock, restricted stock units and performance-based awards that align recipient incentives with long‑term stockholder value. The filing explains the Committee considered burn rate, overhang, and competitive market practices in setting the share amount and anticipates the reserve will last roughly two to three years under current practices. The 2026 Plan contains specific governance features intended to limit shareholder dilution and protect stockholders, including a prohibition on repricing without shareholder approval, a one‑year minimum vesting requirement (with limited carve-outs), no evergreen provision, limits on non‑employee director compensation, and clawback/recovery provisions. The Compensation Committee retains discretion over award types, participants, and performance metrics but the Plan enumerates permissible performance measures and adjustments for corporate events and extraordinary items. Management frames the Plan as necessary to continue granting equity‑based incentives and to preserve alignment between management/directors and stockholders, while offering typical protections to mitigate misuse. The Board recommends a vote FOR because it believes the Plan supports retention and performance alignment, contains reasonable limits and governance controls, and is consistent with market practice for incentivizing management through a mix of time‑based and performance‑based awards.

3. 3

   Ratification of selection of Ernst & Young LLP as independent registered public accounting firm

   ManagementBoard: FOR

   Ratify the Audit Committee’s selection of Ernst & Young LLP to serve as the Company’s independent registered public accounting firm for fiscal year 2027.

4. 4

   Advisory vote on executive compensation (Say-on-Pay

   ManagementBoard: FOR

   Approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers as disclosed in the proxy statement (the Say‑on‑Pay proposal).

   More detail

   This management proposal requests an advisory (non‑binding) shareholder vote to approve the disclosed compensation arrangements for the Company’s named executive officers. Management seeks shareholder endorsement to validate the Compensation Committee’s design, which emphasizes a majority of at‑risk pay, annual incentives tied to pre‑tax income and free cash flow, and long‑term incentives split between time‑based RSUs and PSUs measured by ROIC and TSR. The proxy provides context that pay outcomes for fiscal 2026 reflected Company performance, including payouts under annual incentives that were tied to pre‑tax income and free cash flow and resulted in above‑target payouts for fiscal 2026; the Committee also used individual performance modifiers. The filing documents governance protections such as clawback/recovery policies, limits on excise tax gross‑ups, prohibitions on hedging/pledging, stock ownership guidelines and annual say‑on‑pay votes, and reports prior high levels of shareholder support for say‑on‑pay (approximately 90% in 2025). The Board recommends a FOR vote, arguing the program aligns pay outcomes with performance, balances retention and performance incentives, and incorporates investor feedback and market benchmarking. Because the vote is advisory, the Board retains discretion but will consider the vote results when making future compensation decisions. For sophisticated evaluation, the proposal raises tradeoffs: strong governance features reduce risk of excessive pay, but significant realized payouts (including maximum modifiers for some executives) and large equity grants (notably to the CEO) require scrutiny of target setting, dilution, and long‑term alignment with TSR; the Company’s prior high shareholder support and disclosed metric links provide context for evaluating whether future compensation is appropriately calibrated to shareholder value creation.

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When is the Methode Electronics Inc 2026 annual meeting?

Methode Electronics Inc (MEI) holds its 2026 annual shareholder meeting on Wednesday, September 16, 2026.

What is the record date for the Methode Electronics Inc 2026 meeting?

The record date for the Methode Electronics Inc 2026 meeting is Thursday, July 23, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Methode Electronics Inc's 2026 meeting?

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

What proposals will shareholders vote on at the Methode Electronics Inc 2026 meeting?

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