DEF: Precision Optics Corporation Sets Date for 2024 Annual Shareholders Meeting
Definitive Proxy Statement
Precision Optics Corporation will hold its 2024 Annual Meeting of Shareholders on May 20, 2025, to vote on the election of directors, executive compensation, and the ratification of the independent accounting firm.
Summary
- Precision Optics Corporation will hold its 2024 Annual Meeting of Shareholders on May 20, 2025.
- Shareholders will vote on the election of five directors, an advisory vote on executive compensation, and the ratification of Stowe & Degon LLC as the independent accounting firm.
- The record date for determining shareholders eligible to vote is March 31, 2025.
- The Board of Directors recommends voting FOR all director nominees, the Say-on-Pay proposal, and the ratification of the accounting firm.
- The company's common stock outstanding as of the record date was 7,666,247 shares.
Sentiment
Score: 7
Explanation: The document is primarily informational, outlining the agenda and procedures for the annual shareholder meeting. The tone is professional and forward-looking, with a focus on corporate governance and shareholder engagement. The sentiment is neutral to slightly positive.
Positives
- The Board of Directors is actively engaged in overseeing the company's risks and has primary oversight responsibility for enterprise cybersecurity risks.
- The Board of Directors has determined that Peter H. Woodward and Joseph P. Pellegrino each qualifies as an audit committee financial expert.
- The company has a clawback policy in place to recoup excess incentive compensation in the event of an accounting restatement.
Negatives
- A Form 4 for Richard B. Miles was filed late.
- Form 4s for Wayne M. Coll were filed late.
Risks
- The document mentions the importance of cybersecurity risks, indicating a potential ongoing concern for the company.
- The company's success is closely tied to the performance of its key executive officers.
Future Outlook
The Board believes that its current structure is serving the company well and intends to maintain this as appropriate and practicable in the future.
Management Comments
- The Board believes that the nominees knowledge, skills, and abilities would positively contribute to the function of the Board as a whole.
- Precision Optics has designed its compensation programs to reward and motivate employees to continue to grow the Company.
- The Board believes that retention of the firm is in the best interests of the Company and its shareholders.
Industry Context
The document does not provide specific details on how Precision Optics' performance compares to its direct competitors or broader industry trends. However, the focus on corporate governance, executive compensation, and audit matters aligns with standard practices for publicly traded companies.
Comparison to Industry Standards
- The document does not provide enough information to compare Precision Optics to industry standards.
- A comparison would require benchmarking against similar-sized companies in the optics or medical device industries regarding executive compensation, audit fees, and corporate governance practices.
- Without specific financial metrics and industry data, a detailed comparison is not possible.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Director | Richard B. Miles | Buell G. Duncan | February 28, 2025 | Retirement |
| Director | Peter Anania | Joseph P. Pellegrino, Jr. | March 19, 2025 | Resignation |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Board Structure | The Board voted to opt out of the classified board arrangement, resulting in all directors being elected to one-year terms. | May 2022 | Streamlines board elections and potentially increases board accountability. |
| Director Compensation Plan | The Non-Employee Director Compensation Plan was updated to include annual cash awards and stock option grants. | March 19, 2025 | Aims to attract and retain qualified directors. |
Related Party Transactions
- In connection with a registered direct offering, the Company sold 102,500 shares of Common Stock to MHW Partners, LP, a limited partnership of which Mr. Woodward is the general partner.
Stakeholder Impact
- Shareholders have the opportunity to vote on key matters affecting the company's direction and governance.
- Executive officers are subject to a clawback policy, potentially impacting their compensation in the event of financial restatements.
- The election of directors and the advisory vote on executive compensation can influence the company's strategic direction and management practices.
Next Steps
- Shareholders are urged to vote on the matters described in the Proxy Statement.
- The Board will consider the outcome of the advisory vote on executive compensation when making future compensation decisions.
- The Board will review its future selection of the independent registered public accounting firm if ratification is not obtained.
Key Dates
| Date | Description |
|---|---|
| July 9, 2014 | Peter H. Woodward appointed to the Board and as Chairman. |
| March 2, 2016 | Andrew J. Miclot appointed to the Board. |
| July 27, 2018 | Board approved a new compensation agreement with Dr. Joseph Forkey, effective August 2, 2018. |
| October 1, 2019 | Board approved an increase of Dr. Forkey's base salary to $250,000 per year. |
| May 10, 2021 | The Precision Optics Corporation, Inc. 2021 Equity Incentive Plan was adopted by the Board of Directors. |
| February 7, 2022 | Entered into an Employment Agreement with Mr. DiRubio to serve as Senior Vice President of Sales and Marketing. |
| May 2022 | The Board voted to opt out of the classified board arrangement. |
| May 2022 | The Compensation Committee of the Board of Directors was established by the Board. |
| July 2022 | The Audit Committee of the Board of Directors was established by the Board. |
| June 12, 2023 | Wayne M. Coll elected as Chief Financial Officer and Secretary. |
| April 24, 2023 | Mahesh Lawande elected as Chief Operating Officer. |
| October 2, 2023 | Precision Optics Corporation, Inc. Clawback Policy effective. |
| November 16, 2023 | Options to purchase common stock were granted to Mr. Miclot, Dr. Miles, Mr. Anania, and Mr. Woodward. |
| February 21, 2025 | Registered direct offering for the sale of 1,272,500 shares of Common Stock closed. |
| February 28, 2025 | Buell G. Duncan appointed to the Board. |
| March 7, 2025 | Mr. Pellegrino served as Chief Financial Officer of LeMaitre Vascular, Inc. until his retirement. |
| March 14, 2025 | Peter Anania resigned from the Board of Directors. |
| March 19, 2025 | Joseph P. Pellegrino, Jr. appointed to the Board. |
| March 31, 2025 | Record date for the Annual Meeting. |
| April 9, 2025 | Mailing of Notice and Access cards to shareholders begins. |
| May 6, 2025 | Deadline to request a printed copy of proxy materials. |
| May 20, 2025 | 2024 Annual Meeting of Shareholders. |
| December 11, 2025 | Deadline for shareholder proposals for the 2025 Proxy Statement. |
Keywords
Annual Meeting, Proxy Statement, Shareholders, Board of Directors, Executive Compensation, Director Election, Accounting Firm, Corporate Governance, Precision Optics
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