Richardson Electronics Ltd

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect seven directors nominated by the Board to serve until the 2027 Annual Meeting (Edward J. Richardson, Jacques Belin, James Benham, Wendy Diddell, Kenneth Halverson, Robert Kluge and Paul Plante).

2. 2

   Ratification of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

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

3. 3

   Advisory Vote on Named Executive Officer Compensation (Say-on-Pay

   ManagementBoard: FOR

   A non-binding, advisory vote to approve the compensation paid to the Company’s Named Executive Officers as disclosed in the proxy statement (the 'Compensation Discussion and Analysis' and related tables).

   More detail

   This management proposal asks shareholders to cast a non-binding advisory vote to approve the compensation awarded to the Company’s Named Executive Officers as disclosed in the proxy statement, including the Compensation Discussion and Analysis and related tables. Management seeks this vote to obtain stockholder feedback on its executive pay program and because it is required by Section 14A of the Exchange Act to hold a periodic say-on-pay vote. The proposal reflects a compensation program composed of base salary, annual cash incentives tied to revenue, operating income and cash/investment activity, and long-term equity awards (restricted stock and stock options) intended to align executive interests with stockholders. The Board and Compensation Committee emphasize retention and alignment objectives, noting targeted incentive opportunities, clawback provisions, stock ownership guidelines for directors, and a history of advisory approval in prior years. Management contends the program is calibrated to attract and retain executive talent while incentivizing both short-term operational performance and long-term value creation. The Board recommends a vote for the proposal because it believes the structure and metrics of the program appropriately tie pay to performance, are consistent with the Company’s strategic goals, and that the Company considered prior shareholder feedback and adopted annual say-on-pay votes. The recommendation also cites governance safeguards such as committee oversight, independent committee members, and limits on hedging to mitigate excessive risk-taking. As an advisory vote, the outcome will inform the Compensation Committee’s future decisions but will not be binding on the Board; the Board states it will consider the vote’s outcome in setting future compensation. Given the Company’s concentrated voting control by the principal shareholder and the disclosed use of performance metrics, an analyst should weigh potential agency issues from combined CEO/Chairman role and the high voting power of the incumbent when assessing the likely influence of the advisory vote on actual pay practices.

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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.