Richardson Electronics Ltd

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect seven Board-nominated directors to serve until the 2027 Annual Meeting or until their successors are elected and qualified.

2. 2

   Ratification of the Selection of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the Audit Committee’s selection of BDO USA, P.C. as Richardson Electronics’ independent registered public accounting firm for fiscal 2027.

3. 3

   Advisory Vote Regarding Compensation of Named Executive Officers

   ManagementBoard: FOR

   Approve, on a non-binding advisory basis, the compensation paid to the Company’s Named Executive Officers as disclosed in the proxy statement, including the Compensation Discussion and Analysis and related tables and narrative disclosures.

   More detail

   Proposal 3 asks stockholders to approve, on a non-binding advisory basis, the compensation paid to Richardson Electronics’ Named Executive Officers as disclosed in the proxy statement. The resolution covers the overall executive compensation program, including the Compensation Discussion and Analysis, compensation tables, and related narrative disclosures. The vote is not directed at a single compensation element and will not legally bind the Company or limit future executive compensation. The Board and Compensation Committee state that the advisory result will be considered in future compensation decisions. Management describes the program as combining base salary, annual performance-based cash incentives, and long-term equity awards in the form of stock options and restricted stock. The stated objectives are to attract and retain qualified executives, motivate achievement of annual financial goals and long-term business strategies, and align executives’ interests with stockholders. Fiscal 2026 incentive metrics included revenue, operating income, cash and investment activity, and business-unit operating income, with awards tied to achievement against established targets. The Company also emphasizes equity grants, clawback provisions, and a prohibition on hedging Company stock as governance features supporting alignment and risk control. The Board recommends a FOR vote because it believes the program satisfies these objectives and is aligned with the long-term interests of stockholders.

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When is the Richardson Electronics Ltd 2026 annual meeting?

Richardson Electronics Ltd (RELL) holds its 2026 annual shareholder meeting on Tuesday, October 6, 2026.

What is the record date for the Richardson Electronics Ltd 2026 meeting?

The record date for the Richardson Electronics Ltd 2026 meeting is Friday, August 7, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Richardson Electronics Ltd's 2026 meeting?

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

What proposals will shareholders vote on at the Richardson Electronics Ltd 2026 meeting?

Shareholders will vote on 3 proposals at the Richardson Electronics Ltd 2026 meeting, each tagged with who proposed it and the board's recommendation.