RF Industries (RFIL) Proxy filing summary

Executive summary

• Annual Meeting scheduled for September 10, 2026, with voting on director election, executive compensation, and auditor ratification.

• Proxy materials are primarily distributed electronically to reduce costs and environmental impact.

• Only stockholders of record as of July 14, 2026, are entitled to vote; 10,847,761 shares outstanding.

• Voting can be done via internet, phone, or mail, with detailed instructions provided.

Voting matters and shareholder proposals

• Election of one director (Gerald T. Garland) to serve until the 2029 Annual Meeting.

• Advisory vote on executive compensation (say-on-pay).

• Ratification of CohnReznick LLP as independent auditor for fiscal year ending October 31, 2026.

• Stockholder proposals for the 2027 meeting must be submitted by March 30, 2027.

Board of directors and corporate governance

• Board consists of five members, majority independent, with staggered three-year terms.

• Separate Chair (Mark K. Holdsworth) and CEO (Robert Dawson) roles; structure reviewed regularly.

• Three standing committees: Audit, Compensation, and Nominating & Corporate Governance, all with independent members.

• Board age limit policy exists but was waived for Mr. Garland due to his expertise.

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