Transcat Inc

1. 1

   Election of director nominees

   ManagementBoard: FOR

   Elect six nominees (Dawn G. DePerrior, Christopher P. Gillette, Gary J. Haseley, Mbago M. Kaniki, Cynthia M. Langston and Robert L. Mecca) to the Board for one-year terms expiring in 2027.

2. 2

   To approve, on an advisory basis, the compensation of our named executive officers

   ManagementBoard: FOR

   Non-binding, advisory "say-on-pay" vote to approve the Company’s named executive officer compensation as disclosed in the Compensation Discussion and Analysis, executive compensation tables and related proxy disclosures for fiscal 2026.

   More detail

   This management-sponsored advisory proposal asks shareholders to endorse, on a non-binding basis, the Company’s fiscal 2026 executive pay program as disclosed in the CD&A and compensation tables. Management frames the program as a mix of fixed base salary, annual performance-based cash incentives tied to corporate objectives (including Adjusted EBITDA and service segment gross profit), and long-term equity incentives split between time-based RSUs and performance-based PSUs that vest based on multi-year Adjusted EBITDA goals. The Compensation Committee engaged an independent consultant to benchmark pay and concluded the program aligns with market practice and the Company’s pay-for-performance philosophy; the Board emphasizes that results from the advisory vote will inform but not bind future compensation decisions. Contextually, the Company completed significant acquisitions in fiscal 2026 and underwent a CEO transition, both of which influenced special awards and a transition agreement for the outgoing CEO that included a substantial equity component. Management argues these arrangements were necessary to retain institutional knowledge during succession, align incentives with multi-year performance, and support strategic integration of acquisitions. Potential investor concerns include the size and structure of special transition awards and whether performance metrics (Adjusted EBITDA) capture sustainable shareholder value versus near-term accounting measures; the company addresses some concerns by tying PSUs to cumulative Adjusted EBITDA and maintaining clawback and stock ownership policies. The Board recommends a FOR vote, stating that the pay programs are appropriately balanced between short- and long-term incentives, reviewed by independent advisors, and calibrated to promote retention and alignment with shareholder interests. In evaluating this proposal, analysts should weigh the non-binding nature of the vote, the specific performance metrics and vesting schedules, the recent corporate transactions and CEO transition that drove one-time compensation elements, and the Company’s disclosures about how shareholder feedback and prior say-on-pay results have influenced compensation governance.

3. 3

   Ratification of selection of Deloitte & Touche LLP as independent registered public accounting firm for fiscal 2027

   ManagementBoard: FOR

   Ratify the Audit Committee’s selection of Deloitte & Touche LLP as Transcat’s independent registered public accounting firm for the fiscal year ending March 27, 2027.

Upcoming shareholder meetings at Transcat Inc’s closest sector peers — compare boards, ballots, and ownership across the cohort.

When is the Transcat Inc 2026 annual meeting?

Transcat Inc (TRNS) holds its 2026 annual shareholder meeting on Wednesday, September 9, 2026.

What is the record date for the Transcat Inc 2026 meeting?

The record date for the Transcat Inc 2026 meeting is Monday, July 13, 2026. Shareholders of record on or before that date are eligible to vote.

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

The board is presenting 6 director nominees at the Transcat Inc 2026 meeting, listed with their independence status and background.

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

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