BIO-key International (BKYI) Proxy filing summary

Executive summary

• The annual meeting is scheduled for September 3, 2026, with voting on director elections, auditor ratification, and executive compensation.

• Only shareholders of record as of July 15, 2026, are eligible to vote, with 1,087,360 shares outstanding.

• Voting can be done in person, by mail, telephone, or internet, with specific procedures for registered and beneficial owners.

• A quorum requires a majority of outstanding shares, and broker non-votes are addressed for each proposal.

Voting matters and shareholder proposals

• Shareholders will vote to elect five directors, ratify M&K CPAs, PLLC as auditor, and approve executive compensation on an advisory basis.

• Shareholder proposals for the 2027 meeting must be received by March 26, 2027, for inclusion in the proxy statement.

• Procedures for submitting proposals and director nominations are detailed, including timing and required information.

Board of directors and corporate governance

• The board consists of five nominees, all current directors, with diverse backgrounds in technology, finance, and international business.

• Three directors are considered independent under Nasdaq rules.

• The board has audit, compensation, and nominating/governance committees, each with defined charters and independent members.

• Director attendance at meetings is high, and a code of ethics and insider trading policy are in place.

• The board encourages diversity and considers a broad range of qualifications for nominees.