DEF: EVI Industries Sets 2025 Annual Meeting Agenda

EVI Industries, Inc. announced its 2025 Annual Meeting of Stockholders, featuring director elections, a new equity incentive plan, and advisory votes on executive compensation.

Summary

• The Annual Meeting of Stockholders is scheduled for December 15, 2025, at 11:00 a.m. Eastern time, and will be held virtually.
• Stockholders will vote on the election of six directors, approval of the 2025 Equity Incentive Plan, a non-binding advisory vote on Named Executive Officer (NEO) compensation, and a non-binding advisory vote on the frequency of future NEO compensation votes.
• The Board of Directors recommends voting FOR all director nominees, FOR the 2025 Equity Incentive Plan, FOR the NEO compensation, and for a three-year frequency for future advisory votes on NEO compensation.
• The proposed 2025 Equity Incentive Plan authorizes 3,000,000 shares of Common Stock for awards and includes a clawback policy.
• EVI Industries is classified as a "controlled company" under NYSE American rules, with management and the Board collectively holding approximately 56.2% of the total voting power.
• Named Executive Officer compensation for fiscal year 2025 includes Henry M. Nahmad (CEO) at $5,350,835, Tom Marks (EVP) at $1,110,338, and Robert H. Lazar (CFO) at $616,485.
• Net income for fiscal year 2025 was $7,498,000, an increase from $5,646,000 in fiscal year 2024.
• Total Shareholder Return (TSR) for a $100 investment was $222 in FY2025, up from $192 in FY2024, but down from $220 in FY2023.
• Audit fees increased to $1,066,325 in FY2025 from $1,020,586 in FY2024, and tax fees increased to $466,878 from $270,074 over the same period.

Sentiment

Score: 7

Explanation: The filing indicates positive financial performance with increased net income and TSR for the most recent fiscal year. The proposed equity incentive plan and executive compensation structure aim to align management with long-term shareholder value. While governance aspects like "controlled company" status and a three-year say-on-pay frequency might be viewed cautiously by some, the presence of a majority independent board and independent committees mitigates some concerns. The increase in audit and tax fees is a minor negative.

Positives

• Net income increased to $7,498,000 in fiscal year 2025 from $5,646,000 in fiscal year 2024, indicating improved financial performance.
• CEO Henry M. Nahmad's annual base salary increased from $650,000 to $700,000, effective September 29, 2025, reflecting perceived strong performance and leadership.
• The company is proposing a new 2025 Equity Incentive Plan with 3,000,000 shares available, which can help attract, retain, and motivate directors, officers, and employees.
• The Board of Directors is comprised of a majority of independent directors (David Blyer, Glen Kruger, Timothy P. LaMacchia, Hal M. Lucas), despite the company's "controlled company" status, indicating a commitment to good governance.
• The Audit Committee has been designated with the responsibility of overseeing and reporting to the Board on management's handling of cybersecurity risks, demonstrating proactive risk management.
• All directors attended at least 75% of Board and committee meetings in fiscal 2025, and all six directors attended the 2024 Annual Meeting of Stockholders, indicating active board engagement.

Negatives

• CEO Henry M. Nahmad's "Compensation Actually Paid" for fiscal year 2024 was negative $(2,395,366) due to fair value adjustments of unvested awards, despite a higher total compensation reported in the summary table.
• The company does not have a standing nominating committee, with the full Board participating in the consideration of director nominees, which could be seen as a governance weakness by some investors.
• The company is a "controlled company," meaning management and the Board collectively have voting power over approximately 56.2% of the total voting power, which could limit minority shareholder influence.
• Total Shareholder Return (TSR) for a $100 investment decreased from $220 in FY2023 to $192 in FY2024, although it recovered to $222 in FY2025.
• Audit fees increased by $45,739 to $1,066,325 in FY2025 from $1,020,586 in FY2024, and tax fees increased by $196,804 to $466,878 from $270,074 over the same period, representing a significant increase in professional service costs.

Risks

• The company's "controlled company" status means that management and the Board collectively have the voting power to control the election of directors and any other matter requiring a majority vote, potentially limiting the influence of other stockholders.
• The 2025 Equity Incentive Plan allows for the acceleration of vesting of awards upon a Change in Control, which could result in significant compensation expenses (e.g., $33.2 million in value and $23.5 million in stock-based compensation expense if a Change in Control occurred on June 30, 2025).
• The company does not guarantee to any participant that any award intended to be exempt from or comply with Code Section 409A shall be so exempt or comply, nor will the company indemnify, defend, or hold harmless any participant with respect to the tax consequences of any such failure.
• The non-binding nature of the say-on-pay and say-on-frequency proposals means the Board is not obligated to follow stockholder votes, potentially leading to misalignment with investor preferences.
• Related party lease agreements, while disclosed and reviewed by the Audit Committee, could present potential conflicts of interest or less favorable terms compared to arm's-length transactions.

Future Outlook

The company aims to continue incentivizing long-term performance through its executive compensation program, which is designed to align executive interests with stockholder value creation. The proposed 2025 Equity Incentive Plan is intended to provide the company with the continued ability to offer equity-based compensation to attract, retain, and motivate key personnel. The Board believes a three-year frequency for advisory votes on executive compensation allows for better judgment of the program's effectiveness over time and sufficient time to consider stockholder input.

Management Comments

• "On behalf of your Board of Directors and our employees, I would like to express our appreciation for your continued support." Henry M. Nahmad, Chairman of the Board.
• The Board believes that in the context of its current operating and business environment, the combined role of Chairman and Chief Executive Officer is appropriate because it results in unified leadership, accountability and continuity, promotes strategic development and execution, and facilitates communication between management and the Board.
• The Board believes that the Company's approach to managing its risks provides the Board with the proper foundation and oversight perspective with respect to management of the material risks faced by the Company.
• The Board of Directors believes that the Company's compensation program for its executive officers, including the Named Executive Officers, is appropriately based upon the Company's performance, the performance and level of responsibility of the executive officer and the market generally with respect to executive officer compensation.

Industry Context

The filing is a standard proxy statement for an annual meeting, focusing on corporate governance, executive compensation, and a new equity incentive plan. The company's status as a "controlled company" is a specific characteristic that impacts its governance structure compared to many publicly traded peers, allowing it certain exemptions from NYSE American rules. The emphasis on long-term equity incentives and performance-based compensation aligns with broader industry trends in executive compensation, aiming to link management's interests with shareholder value creation. The virtual meeting format is also a common practice adopted by many companies for efficiency and accessibility.

Comparison to Industry Standards

• The company's status as a "controlled company" under NYSE American rules, with management and the Board collectively holding over 50% of voting power, deviates from the standard governance model for most publicly traded companies where a majority of the board is typically independent and not controlled by management. For example, companies like Apple or Microsoft operate with fully independent boards and nominating/compensation committees.
• Despite being a controlled company, EVI Industries' Board is comprised of a majority of independent directors, and it has independent Audit and Compensation Committees. This aligns with best practices for corporate governance, even if not strictly mandated for controlled companies.
• The proposed 2025 Equity Incentive Plan, with its broad array of awards (stock options, restricted stock, performance awards) and clawback provisions, is consistent with modern executive compensation practices seen across various industries, aiming to align executive incentives with long-term shareholder value.
• The recommendation for a three-year frequency for say-on-pay votes is less frequent than the "every year" option often preferred by institutional investors and proxy advisory firms, who advocate for annual votes to provide more timely feedback on compensation practices. Many companies, however, opt for triennial votes to allow compensation plans to mature and demonstrate long-term results.

Management Changes

Corporate Governance

Related Party Transactions

• Western State Design (a subsidiary) leases 17,600 square feet of warehouse and office space from an affiliate of Dennis Mack and Tom Marks. The lease was renewed for a second three-year term commencing October 2024, with base rent of $21,000 per month. Payments totaled approximately $244,000 in fiscal 2025.
• AAdvantage Laundry Systems (a subsidiary) leases warehouse and office space from an affiliate of Mike Zuffinetti (former Chief Executive Officer of AAdvantage). The lease was renewed for a first three-year term commencing November 2023, with base rent of $40,000 per month. Payments totaled approximately $480,000 in fiscal 2025.
• Yankee Equipment Systems (a subsidiary) leases a total of 12,500 square feet of warehouse and office space from an affiliate of Peter Limoncelli (President of Yankee Equipment Systems). The lease was renewed for a first three-year term commencing November 2023, with base rent of $12,500 per month for the first year of the renewal term and $12,750 per month for the second year. Payments totaled approximately $152,000 in fiscal 2025.

Stakeholder Impact

• Shareholders will have the opportunity to vote on key governance matters, including director elections, executive compensation, and a new equity plan. The "controlled company" status means a significant portion of voting power is concentrated, potentially limiting the influence of minority shareholders. The new equity plan could dilute existing shares but aims to incentivize management for long-term value creation.
• Employees are eligible to receive awards under the proposed 2025 Equity Incentive Plan, which is designed to attract, retain, and motivate them, aligning their interests with company performance.
• Management and executives' compensation structure, including base salary increases and equity awards, is designed to reward performance and long-term value creation. The new equity plan provides continued opportunities for incentive compensation.
• Directors will be re-elected and continue to oversee company affairs. Non-employee directors receive cash fees and restricted stock units as compensation for their service.

Next Steps

• Stockholders to vote on director elections, 2025 Equity Incentive Plan, Named Executive Officer compensation, and frequency of future advisory votes on Named Executive Officer compensation at the Annual Meeting on December 15, 2025.
• The 2025 Equity Incentive Plan will become effective upon stockholder approval.
• The Board of Directors and Compensation Committee will consider the outcome of the non-binding advisory votes on executive compensation and its frequency in connection with future arrangements.
• The company will continue to operate under its existing corporate governance policies, including the Insider Trading Policy and Code of Business Conduct and Ethics.

Key Dates

Recommendation

The filing is a routine proxy statement for an annual meeting, providing transparency on corporate governance, executive compensation, and a proposed equity incentive plan. While the company reported improved net income and TSR for FY2025, the "controlled company" status and the Board's recommendation for a triennial say-on-pay vote might raise minor governance concerns for some investors. The new equity plan is a standard mechanism for incentivizing management. There are no immediate catalysts or red flags that would warrant a "buy" or "sell" recommendation based solely on this filing. A "hold" recommendation is appropriate as investors should continue to monitor the company's operational performance and broader market conditions.

Keywords

EVI Industries, Proxy Statement, Annual Meeting, Corporate Governance, Executive Compensation, Equity Incentive Plan, Director Election, Controlled Company, SEC Filing, Financial Performance, Shareholder Vote, Risk Management, Related Party Transactions, NYSE American