Napco Security Technologies Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect Andrew J. Wilder and Robert A. Ungar to three-year terms ending at the Annual Meeting following fiscal year 2029 and until their successors are elected and qualified.

2. 2

   Ratification of the Selection of Independent Registered Public Accountants

   ManagementBoard: FOR

   Ratify Deloitte & Touche LLP as the Company’s independent registered public accountants for the fiscal year ending June 30, 2027.

3. 3

   Adoption of the NAPCO Security Technologies, Inc. 2026 Omnibus Incentive Plan

   ManagementBoard: FOR

   Approve the 2026 Omnibus Incentive Plan, which reserves 750,000 shares for equity awards to eligible employees, officers, non-employee directors, independent contractors and consultants and terminates further grants under the existing stock option plans.

   More detail

   Proposal 3 asks stockholders to approve NAPCO’s 2026 Omnibus Incentive Plan. The plan reserves 750,000 shares of common stock for options, stock appreciation rights, restricted stock and restricted stock units. Eligible recipients include officers, employees, non-employee directors, independent contractors and consultants selected by the plan administrator. Management is seeking approval to support recruitment, retention, motivation and alignment of service providers with long-term stockholder interests. If approved, no additional awards may be granted under the existing stock option plans, although previously granted awards remain outstanding under their existing terms. The plan includes a fixed share reserve, generally requires a one-year vesting period, limits repricing without stockholder approval, excludes shares withheld for taxes or exercise prices from recycling, and subjects awards to the Company’s clawback policy. It also caps aggregate compensation to an individual non-employee director at $500,000 per calendar year. The Board acknowledges that equity awards dilute existing stockholders but argues that the plan responsibly manages dilution while preserving a key compensation tool. The Board recommends a vote FOR because it believes the plan will promote long-term growth, shareholder value, and the attraction and retention of talent.

4. 4

   Advisory Vote to Approve Named Executive Officer Compensation

   ManagementBoard: FOR

   Approve, on a nonbinding advisory basis, the compensation of the Company’s named executive officers as disclosed in the proxy statement, including the Summary Compensation Table and related compensation disclosures.

   More detail

   Proposal 4 is the annual advisory vote on the compensation of NAPCO’s named executive officers. The resolution asks stockholders to approve the overall executive compensation program as described in the proxy statement. It covers the Summary Compensation Table and related compensation disclosures rather than any single pay component. The vote is required under the Dodd-Frank Act and Section 14A of the Exchange Act. Management states that the program is designed to retain and motivate executives who support short-term and long-term growth and operational excellence. Compensation includes base salary, annual incentives, long-term equity incentives, benefits and selected perquisites. The filing describes significant fiscal 2026 compensation, including discretionary bonuses and option awards for certain executives, while also noting a leadership transition in July 2026 involving Richard Soloway and Kevin Buchel. The Board and Compensation Committee assert that the policies align executive interests with long-term company performance and stockholder interests. Because the vote is advisory and nonbinding, it will not mandate changes, but the Compensation Committee says it will consider the outcome and evaluate whether action is needed. The Board unanimously recommends a vote FOR the proposal.

5. 5

   Other Business

   Management

   Transact such other business as may properly come before the Annual Meeting or any adjournment thereof.

   More detail

   The notice authorizes the meeting to conduct other business that may properly come before the Annual Meeting or any adjournment. This is not a separately described substantive management proposal with specified terms. The filing does not identify a known matter falling within this category. It also does not provide a specific Board recommendation for unspecified future business. Any matter would still need to be proper under applicable law and the Company’s governing documents. The authorization is customary in annual meeting notices and preserves procedural flexibility. The proxy statement does not identify a shareholder proponent or supporting rationale. It likewise provides no management opposition or detailed policy context. Stockholders should understand that the provision is broad but limited to matters properly brought before the meeting. No affirmative recommendation beyond the general proxy voting framework is stated.

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When is the Napco Security Technologies Inc 2026 annual meeting?

Napco Security Technologies Inc (NSSC) holds its 2026 annual shareholder meeting on Thursday, December 10, 2026.

What is the record date for the Napco Security Technologies Inc 2026 meeting?

The record date for the Napco Security Technologies Inc 2026 meeting is Friday, October 16, 2026. Shareholders of record on or before that date are eligible to vote.

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

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

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

Shareholders will vote on 5 proposals at the Napco Security Technologies Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.