EVI Industries Sets Virtual Annual Meeting, Seeks Shareholder Approval on Key Proposals

TL;DR

**EVI's virtual annual meeting is a rubber stamp for management, but the new equity plan and executive pay votes are where shareholders can actually make a difference.**

AI Summary

EVI Industries, Inc. is holding its 2025 Annual Meeting of Stockholders on December 15, 2025, virtually via webcast at meetnow.global/MSDRHXQ. Stockholders of record as of November 17, 2025, with 14,412,995 shares outstanding, are eligible to vote. Key proposals include the election of six directors, approval of the EVI Industries, Inc. 2025 Equity Incentive Plan, a non-binding advisory vote on Named Executive Officer compensation, and a non-binding advisory vote on the frequency of future executive compensation votes. The Board of Directors recommends voting FOR all director nominees, FOR the 2025 Equity Incentive Plan, FOR executive compensation, and for a three-year frequency for future advisory votes on executive compensation. The company operates as a "controlled company" under NYSE American rules due to management, including Chairman Henry M. Nahmad, holding a majority of voting power, yet maintains a majority of independent directors and an independent Compensation Committee.

Why It Matters

This DEF 14A filing outlines critical governance decisions for EVI Industries, impacting investors through director elections and the new 2025 Equity Incentive Plan, which could dilute existing shareholder value or incentivize executive performance. The advisory votes on executive compensation and its frequency provide a direct channel for investor sentiment on management's pay, influencing future compensation structures. As a 'controlled company,' EVI's governance structure, while compliant, warrants investor scrutiny regarding independent oversight, especially in a competitive market where strong governance can be a differentiator.

Risk Assessment

Risk Level: medium — The company is a 'controlled company' under NYSE American rules, meaning management, including Henry M. Nahmad, holds a majority of voting power. While the Board has a majority of independent directors and an independent Compensation Committee, the 'controlled company' status inherently presents a medium risk for minority shareholders regarding governance and potential conflicts of interest.

Analyst Insight

Investors should carefully review the proposed 2025 Equity Incentive Plan for potential dilution and the details of Named Executive Officer compensation. Vote your shares in advance, particularly on the equity plan and executive compensation, to ensure your voice is heard, especially given the 'controlled company' status.

Key Numbers

• 14,412,995 — Shares of Common Stock outstanding (Eligible to vote at the Annual Meeting as of November 17, 2025)
• 6 — Number of directors to be elected (Serving until the 2026 Annual Meeting of Stockholders)
• 75% — Minimum meeting attendance by directors (Each director attended at least 75% of Board and committee meetings in fiscal 2025)
• 4 — Number of Audit Committee meetings (Held during fiscal 2025)
• 6 — Number of Board meetings (Held during fiscal 2025)

Key Players & Entities

• EVI Industries, Inc. (company) — Registrant
• Henry M. Nahmad (person) — Chairman of the Board, Chief Executive Officer and President
• David Blyer (person) — Independent Director
• Glen Kruger (person) — Independent Director, Audit Committee Member
• Timothy P. LaMacchia (person) — Independent Director, Audit Committee Chairman, Audit Committee Financial Expert
• Hal M. Lucas (person) — Independent Director
• Computershare (company) — Stock transfer agent
• NYSE American (regulator) — Listing exchange for EVI Common Stock
• SEC (regulator) — Securities and Exchange Commission
• 14,412,995 (dollar_amount) — Shares of Common Stock outstanding as of November 17, 2025

FAQ

Industry Context

EVI Industries operates within the industrial sector, likely focusing on specialized equipment or services. The company's operations are subject to broader economic conditions affecting capital expenditures and industrial activity. Competition may arise from both larger, diversified industrial conglomerates and smaller, niche players offering specialized solutions.

Regulatory Implications

As a publicly traded company, EVI Industries is subject to SEC regulations, including timely and accurate financial reporting and proxy solicitations. The proposed Equity Incentive Plan will need to comply with relevant tax and securities laws. The company's status as a 'controlled company' under NYSE American rules requires specific disclosures but allows for certain exemptions, provided it meets other governance requirements.

What Investors Should Do

1. Review the EVI Industries, Inc. 2025 Equity Incentive Plan details to understand potential dilution and alignment with long-term value creation before voting.
2. Consider the company's rationale for the proposed executive compensation structure and vote accordingly on the 'say-on-pay' proposal.
3. Determine your preferred frequency for future 'say-on-pay' votes (one, two, or three years) and cast your vote on the 'say-on-frequency' proposal.
4. Ensure your vote is submitted by the proxy deadline or attend the virtual meeting on December 15, 2025, to exercise your voting rights.

Key Dates

• 2025-11-17: Record Date for Annual Meeting — Determines which stockholders are eligible to vote at the 2025 Annual Meeting.
• 2025-11-20: Mailing of Proxy Statement — Marks the official start of the proxy solicitation period for the Annual Meeting.
• 2025-12-10: Deadline for Street Name Holders to Register for Virtual Meeting — Ensures beneficial owners can receive control numbers to attend and vote at the virtual meeting.
• 2025-12-15: 2025 Annual Meeting of Stockholders — Key date for voting on director elections, equity plan approval, and executive compensation.
• 2026-12-15: Director Terms Expire — The term for the newly elected directors will conclude at the 2026 Annual Meeting.

Glossary

DEF 14A

A filing with the U.S. Securities and Exchange Commission (SEC) that provides detailed information to shareholders about matters to be voted on at an annual meeting. (This document is the proxy statement for EVI Industries, Inc.'s 2025 Annual Meeting.)

Record Date

A specific date set by a company to determine which shareholders are eligible to receive notice of and vote at a shareholders' meeting. (November 17, 2025, is the Record Date for EVI Industries' 2025 Annual Meeting.)

Street Name Holder

A shareholder who holds stock through an intermediary, such as a bank or broker, rather than directly in their own name. (These shareholders need to follow specific procedures to vote or attend the virtual meeting.)

Say-on-Pay

A non-binding shareholder vote on the compensation of the company's named executive officers. (EVI Industries is holding a say-on-pay vote at its 2025 Annual Meeting.)

Say-on-Frequency

A non-binding shareholder vote on how often the company should hold an advisory vote on executive compensation (e.g., every one, two, or three years). (EVI Industries is asking shareholders to vote on the frequency of future say-on-pay votes.)

Controlled Company

A company where more than 50% of the voting power is held by an individual, group, or another company, allowing for certain exemptions from NYSE listing rules. (EVI Industries operates as a controlled company due to management's majority voting power, though it maintains independent board and committee structures.)

Equity Incentive Plan

A plan that allows a company to grant stock options, restricted stock, or other equity-based awards to employees and directors as a form of compensation. (EVI Industries is seeking shareholder approval for its 2025 Equity Incentive Plan.)

Broker Non-Vote

A situation where a broker holding shares in 'street name' does not vote on a particular proposal because it has not received voting instructions from the beneficial owner and does not have discretionary voting power for that proposal. (Broker non-votes are included in determining a quorum but do not count for or against a proposal.)

Year-Over-Year Comparison

This filing is for the 2025 Annual Meeting, and direct comparisons to a previous year's filing are not possible with the provided text. However, the key proposals—election of directors, approval of an equity incentive plan, and advisory votes on executive compensation and its frequency—are standard agenda items for annual shareholder meetings. The virtual meeting format is a notable aspect, reflecting a trend in corporate governance.

Filing Documents

• ea0265621-def14a_eviindust.htm (DEF 14A) — 490KB
• image_001.jpg (GRAPHIC) — 5KB
• image_002.jpg (GRAPHIC) — 57KB
• image_003.jpg (GRAPHIC) — 53KB
• image_004.jpg (GRAPHIC) — 522KB
• image_005.jpg (GRAPHIC) — 592KB
• 0002077096-25-000183.txt ( ) — 4253KB
• evi-20251120.xsd (EX-101.SCH) — 12KB
• evi-20251120_def.xml (EX-101.DEF) — 7KB
• evi-20251120_lab.xml (EX-101.LAB) — 41KB
• evi-20251120_pre.xml (EX-101.PRE) — 6KB
• ea0265621-def14a_eviindust_htm.xml (XML) — 96KB

From the Filing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material Pursuant to 240.14a-12 EVI Industries, Inc. (Name of Registrant as Specified in Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): No fee required. Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. EVI Industries, Inc. 4500 Biscayne Blvd., Suite 340 Miami, Florida 33137 November 20, 2025 Dear Stockholder: You are cordially invited to attend the 2025 Annual Meeting of Stockholders of EVI Industries, Inc., which will be held on December 15, 2025 at 11:00 a.m., Eastern time, for the purposes described in the attached Notice of Meeting and Proxy Statement. The Annual Meeting will be held in a virtual format only, via webcast at meetnow.global/MSDRHXQ . While there will not be a physical meeting location and stockholders will not be able to attend the Annual Meeting in person, stockholders may attend the Annual Meeting virtually via the Internet. Please read the attached Notice of Meeting and Proxy Statement so that you will know what we plan to do at the Annual Meeting and for information regarding how to attend the Annual Meeting virtually. Whether or not you plan to attend the Annual Meeting, we encourage you to promptly vote your shares in advance by Internet or telephone or by completing, signing, dating, and returning your proxy card or, if your shares are held in "street name," your voting instruction form. This way, your shares will be voted as you direct even if you do not or cannot attend and vote your shares electronically at the virtual Annual Meeting. On behalf of your Board of Directors and our employees, I would like to express our appreciation for your continued support. Sincerely, Henry M. Nahmad Chairman of the Board EVI Industries, Inc. 4500 Biscayne Blvd., Suite 340 Miami, Florida 33137 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS To Be Held on December 15, 2025 Notice is hereby given that the Annual Meeting of Stockholders of EVI Industries, Inc. (the "Company") will be held on December 15, 2025, commencing at 11:00 a.m., Eastern time, for the following purposes: 1. To elect six directors to the Company's Board of Directors to serve until the Company's 2026 Annual Meeting of Stockholders. 2. To approve the EVI Industries, Inc. 2025 Equity Incentive Plan. 3. To vote, on a non-binding advisory basis, on the compensation of the Company's Named Executive Officers, as disclosed in the section of the accompanying Proxy Statement entitled "Named Executive Officer Compensation." 4. To vote, on a non-binding advisory basis, on the frequency with which the Company should hold future advisory votes on Named Executive Officer compensation. 5. To transact such other business as may properly be brought before the Annual Meeting or any adjournment or postponement thereof. In order to provide access to the Company's stockholders regardless of geographic location, the Annual Meeting will be held in a virtual format only, via webcast at meetnow.global/MSDRHXQ . While there will not be a physical meeting location and stockholders will not be able to attend the Annual Meeting in person, stockholders may attend the Annual Meeting virtually via the Internet. Please read the accompanying Proxy Statement, which forms a part of this Notice of Meeting, for additional information regarding the Annual Meeting, including the matters to be voted upon at the Annual Meeting and how to attend the Annual Meeting virtually. Only record holders of the Company's Common Stock as of the close of business on November 17, 2025 are entitled to notice of, and to vote at, the Annual Meeting. Sincerely yours, Henry M. Nahmad Chairman of the Board Miami, Florida November 20, 2025 IMPORTANT: EVEN IF YOU PLAN TO ATTEND THE VIRTUAL ANNUAL MEETING, YOU ARE ENCOURAGED TO VOTE YOUR SHARES IN ADVANCE BY INTERNET OR TELEPHONE OR BY COMPLETING, SIGNING, DATING AND RETURNING THE ENCLOSED PROXY CARD OR, IF YOUR SHARES ARE HELD IN "STREET NAME," YOUR VOTING INSTRUCTION FORM. THIS WAY, YOUR SHARES WILL BE VOTED AS YOU DIRECT EVEN IF YOU DO NOT OR CANNOT ATTEND AND VOTE YOUR SHARES ELECTRONICALLY AT THE VIRTUAL ANNUAL MEETING. NO POSTAGE IS REQUIRED FOR THE PROXY CARD IF MAILED IN THE UNITED STATES USING THE ENCLOSED ENVELOPE. EVI Industries, Inc. 4500 Biscayne Blvd., Suite 340 Miami, Florida 33137 PROXY STATEMENT The Board

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View this DEF 14A filing on SEC EDGAR