BIO-key International (BKYI) Proxy filing summary

Executive summary

• The annual meeting is scheduled for September 3, 2026, at the company's headquarters, with four proposals on the agenda, including a new proposal regarding warrant issuance.

• Stockholders of record as of July 15, 2026, are entitled to vote, and a revised proxy card is required to vote on all four proposals.

• The company encourages all shareholders to submit a new proxy to ensure their votes are counted for the new proposal.

Voting matters and shareholder proposals

• Proposal 1: Election of five directors to serve until the 2027 annual meeting.

• Proposal 2: Ratification of M & K CPAs, PLLC as the independent auditor for 2026.

• Proposal 3: Advisory approval of executive compensation.

• Proposal 4: Approval of issuance of up to 1,236,668 shares upon exercise of new warrants from the August 10, 2026 inducement transaction.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Five nominees are listed for election to the board: Michael W. DePasquale, Wong Kwok Fong (Kelvin), Robert J. Michel, Cameron E. Willians, and Emanuel Alia.

• Michael W. DePasquale serves as Chairman of the Board.