Smith-Midland (SMID) Proxy filing summary

Executive summary

• The annual meeting is scheduled for July 16, 2026, with voting on director elections, an equity incentive plan, and auditor ratification.

• Proxy materials are available online, and shareholders can vote by mail, internet, or phone.

• 5,306,554 shares of common stock are outstanding, each with one vote per share.

Voting matters and shareholder proposals

• Shareholders will vote to elect five directors, approve the 2026 Equity Incentive Plan, and ratify BDO USA, P.C. as independent auditors for 2026.

• Proposals require a majority vote, except director elections, which are by plurality.

• No other shareholder proposals or related party transactions are up for vote.

Board of directors and corporate governance

• The board consists of five members, with three independent directors.

• The Nominating and Governance Committee and Compensation Committee are composed entirely of independent directors.

• The board met six times in 2025, with high attendance.

• Director nomination procedures and qualifications are detailed, including shareholder nomination rights.