Photronics (PLAB) Proxy Filing summary

Executive summary

• Annual meeting scheduled for April 8, 2026, with both in-person and virtual participation options for shareholders.

• Shareholders will vote on electing eight directors, ratifying Deloitte & Touche LLP as auditor for FY2026, and approving executive compensation by advisory vote.

• Record date for voting is February 10, 2026, with 57,922,773 shares outstanding, each entitled to one vote.

• Proxy materials and annual report distributed to shareholders beginning February 23, 2026.

Voting matters and shareholder proposals

• Proposal 1: Elect eight directors for one-year terms; all nominees are current directors and have agreed to serve.

• Proposal 2: Ratify Deloitte & Touche LLP as independent auditor for FY2026; majority vote required.

• Proposal 3: Approve, by non-binding advisory vote, the compensation of named executive officers; majority vote required.

• Shareholder proposals for the 2027 meeting must be received by October 26, 2026, for inclusion in the proxy statement.

Board of directors and corporate governance

• Board size set at eight following the 2026 meeting; majority of directors are independent under NASDAQ rules.

• Board committees include Audit, Compensation, Nominating, and Cybersecurity, all with independent members.

• Annual self-assessments and charter reviews conducted for board and committees.

• Lead Independent Director presides over executive sessions; board diversity and experience emphasized in nominations.

• Directors must retire at 75 unless waived by the board; waivers granted based on company interests.