Vuzix (VUZI) Proxy filing summary

Executive summary

• Annual Meeting scheduled for June 16, 2026, to elect five directors, ratify the independent auditor, and hold an advisory vote on executive compensation.

• Record date for voting is April 20, 2026, with 83,158,258 shares outstanding, each entitled to one vote.

• Proxy materials are available online, and voting can be done via mail, phone, or Internet.

Voting matters and shareholder proposals

• Proposals include election of five directors, ratification of Withum Smith + Brown, PC as auditor, and a non-binding say-on-pay vote.

• Majority of votes cast required for director election and auditor ratification; say-on-pay is advisory.

• Shareholder proposals for the 2027 meeting must be submitted between February 11, 2027, and March 18, 2027.

Board of directors and corporate governance

• Board consists of five members, with three qualifying as independent under NASDAQ rules.

• Board committees: Audit, Compensation, and Nominating & Governance, all comprised of independent directors.

• Board held one in-person and five conference call meetings in 2025; all directors attended at least 75% of meetings.

• CEO also serves as Chairman; board emphasizes independence and regular evaluation of effectiveness.

• Code of ethics applies to all employees, officers, and directors.