Friedman Industries (FRD) Proxy filing summary

Executive summary

• Annual Meeting scheduled for September 22, 2026, with key proposals including director elections, executive compensation advisory vote, auditor ratification, and a bylaw amendment.

• Shareholders of record as of July 27, 2026, are entitled to vote; 7,212,791 shares outstanding.

• Proxy materials and annual report are available online for review prior to voting.

Voting matters and shareholder proposals

• Election of six director nominees following the retirement of one director, reducing the board from seven to six members.

• Advisory (non-binding) vote on executive compensation (Say-on-Pay).

• Ratification of Baker Tilly US, LLP as independent auditor for fiscal year ending March 31, 2027.

• Amendment to Articles of Incorporation to allow shareholders to amend bylaws with a 75% supermajority.

• Shareholder proposals for the 2027 meeting must be received by April 7, 2027.

Board of directors and corporate governance

• Board consists of a majority of independent directors; only the CEO is not independent.

• All board committees (Audit, Compensation, Nominating) are composed solely of independent directors.

• Board leadership structure combines Chairman and CEO roles; no lead independent director.

• Directors are encouraged to attend annual meetings; all attended in 2025.

• Shareholders can communicate directly with the board or independent directors.