LightPath Seeks Shareholder Approval for Director Elections, Compensation, and 2.5M Share Increase

TL;DR

**LPTH is asking shareholders to greenlight more stock for execs and directors, which could dilute your holdings but might also keep key talent.**

AI Summary

LightPath Technologies, Inc. (LPTH) is holding its Annual Meeting of Stockholders on December 17, 2025, to vote on several key proposals. Shareholders will elect three Class I Directors, hold an advisory 'say-on-pay' vote on executive compensation, and consider an amendment to the 2018 Stock and Incentive Compensation Plan (SICP) to increase available shares by 2,500,000. Additionally, the appointment of BDO USA, P.C. as the independent registered public accounting firm for fiscal year 2026 will be ratified. The company had 45,426,924 shares of Class A Common Stock and 24,955.9 shares of Series G Convertible Preferred Stock outstanding as of the October 24, 2025 record date. The virtual meeting format aims to enhance stockholder participation, allowing voting and question submission online. The proposed increase in the 2018 SICP shares suggests a strategic move to bolster future equity-based incentives for employees and executives, potentially impacting dilution.

Why It Matters

This DEF 14A filing is crucial for LPTH investors as it outlines significant governance and compensation decisions. The election of Class I Directors will shape the company's strategic direction for the next four years, directly impacting long-term performance. The 'say-on-pay' vote provides a direct channel for investors to express their views on executive compensation, influencing future incentive structures. Most importantly, the proposal to increase the 2018 SICP by 2,500,000 shares could lead to significant stock dilution, affecting existing shareholder value, but also provides critical incentives for talent retention and acquisition in a competitive market. This move could signal the company's growth ambitions or a need to sweeten compensation packages.

Risk Assessment

Risk Level: medium — The proposal to increase the 2018 Stock and Incentive Compensation Plan by 2,500,000 shares of Class A Common Stock presents a medium risk of dilution for existing shareholders. While necessary for employee incentives, this significant increase could depress per-share earnings and stock value if not managed effectively. The 'say-on-pay' vote, while advisory, also highlights potential investor dissatisfaction if executive compensation is perceived as excessive.

Analyst Insight

Investors should carefully review Proposal 3 regarding the 2,500,000 share increase for the 2018 SICP and consider its potential dilutive impact on their holdings. Vote 'FOR' or 'AGAINST' based on your assessment of the company's need for additional equity incentives versus the risk of dilution. Participate in the 'say-on-pay' vote to signal your stance on executive compensation.

Key Numbers

• 2,500,000 — Additional shares for 2018 SICP (Proposed increase in shares available for future grants, potentially dilutive.)
• 45,426,924 — Class A Common Stock shares outstanding (Total shares of Class A Common Stock as of October 24, 2025, used for voting calculations.)
• 24,955.9 — Series G Preferred Stock shares outstanding (Total shares of Series G Convertible Preferred Stock as of October 24, 2025, convertible to Class A Common Stock.)
• 2025-10-24 — Record Date (Date by which stockholders must hold shares to vote at the Annual Meeting.)
• 2025-12-17 — Annual Meeting Date (Date of the virtual Annual Meeting of Stockholders.)

Key Players & Entities

• LIGHTPATH TECHNOLOGIES INC (company) — Registrant for DEF 14A filing
• Shmuel Rubin (person) — President & Chief Executive Officer, Director
• M. Scott Faris (person) — Chair of the Board
• BDO USA, P.C. (company) — Independent registered public accounting firm
• Albert Miranda (person) — Contact for investor relations
• Securities and Exchange Commission (regulator) — Oversees DEF 14A filings
• $2,500,000 (dollar_amount) — Number of shares to be added to 2018 SICP
• 45,426,924 (dollar_amount) — Shares of Class A Common Stock outstanding on Record Date
• 24,955.9 (dollar_amount) — Shares of Series G Convertible Preferred Stock outstanding on Record Date
• Computershare Trust Company, N.A. (company) — Transfer agent for LightPath Technologies

FAQ

Industry Context

LightPath Technologies operates in the photonics industry, which is characterized by innovation in areas like optical components, lasers, and fiber optics. This sector is crucial for advancements in telecommunications, defense, medical devices, and industrial applications. The industry is competitive, with companies focusing on technological differentiation, manufacturing efficiency, and supply chain reliability.

Regulatory Implications

As a publicly traded company, LightPath Technologies is subject to SEC regulations, including timely and accurate filing of proxy statements and other disclosures. The proposals presented, such as the amendment to the stock incentive plan and the ratification of the auditor, are subject to shareholder approval and regulatory oversight, ensuring corporate governance standards are met.

What Investors Should Do

1. Review the proposals carefully before the Annual Meeting on December 17, 2025.
2. Vote your shares, either by proxy or during the virtual meeting.
3. Consider the potential dilution from the proposed 2,500,000 share increase to the 2018 SICP.

Key Dates

• 2025-12-17: Annual Meeting of Stockholders — Stockholders will vote on director elections, executive compensation, an amendment to the 2018 SICP, and ratification of the independent auditor.
• 2025-10-24: Record Date — Establishes the list of stockholders entitled to vote at the Annual Meeting.

Glossary

DEF 14A

A proxy statement filed by a public company with the U.S. Securities and Exchange Commission (SEC) when seeking shareholder approval for certain corporate actions. (This document contains the information shareholders need to make informed voting decisions at the Annual Meeting.)

2018 Stock and Incentive Compensation Plan (SICP)

A plan established by the company to grant equity-based incentives, such as stock options or restricted stock, to employees and executives. (Shareholders are voting on an amendment to increase the number of shares available under this plan, which could impact future equity compensation and dilution.)

Class I Directors

Directors elected for a specific term, typically one of three classes in a classified board structure, serving to ensure staggered board elections. (Shareholders will vote to elect three Class I Directors, influencing the composition and governance of the Board.)

Say-on-Pay

A non-binding shareholder vote on the compensation of the company's named executive officers. (This advisory vote allows shareholders to express their views on the company's executive compensation practices.)

Independent Registered Public Accounting Firm

An external audit firm that is independent of the company and is responsible for auditing the company's financial statements. (Shareholders will ratify the appointment of BDO USA, P.C. as the auditor for fiscal year 2026, a key governance decision.)

Class A Common Stock

The primary class of common stock issued by the company, typically carrying voting rights. (The number of outstanding Class A Common Stock shares is relevant for calculating voting power and potential dilution.)

Series G Convertible Preferred Stock

A class of preferred stock that can be converted into a specified number of shares of common stock. (The outstanding Series G Preferred Stock represents potential future dilution of Class A Common Stock upon conversion.)

Year-Over-Year Comparison

This filing is for the 2025 Annual Meeting. Specific comparative financial data from a previous DEF 14A filing is not directly available within this document. However, the key focus areas for this year's meeting include director elections, executive compensation, a significant proposed increase in equity incentive shares (2,500,000), and auditor ratification, indicating a focus on governance and future incentive structures.

Filing Documents

• lpth_def14a.htm (DEF 14A) — 821KB
• lpth_def14aimg50.jpg (GRAPHIC) — 1KB
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• lpth_def14aimg59.jpg (GRAPHIC) — 200KB
• 0001654954-25-012292.txt ( ) — 2286KB
• lpth-20250630.xsd (EX-101.SCH) — 4KB
• lpth-20250630_lab.xml (EX-101.LAB) — 13KB
• lpth-20250630_cal.xml (EX-101.CAL) — 1KB
• lpth-20250630_pre.xml (EX-101.PRE) — 9KB
• lpth-20250630_def.xml (EX-101.DEF) — 2KB
• lpth_def14a_htm.xml (XML) — 108KB

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 17

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 19 DIRECTOR COMPENSATION 28 PROPOSAL 2 – ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION 36 PROPOSAL 3 - APPROVAL OF AMENDMENT NO. 2 TO THE 2018 SICP INCREASING THE NUMBER OF SHARES AVAILABLE FOR FUTURE GRANTS THEREUNDER BY 2,500,000 SHARES 37 PROPOSAL 4 – RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 42 AUDIT COMMITTEE REPORT 43 OTHER BUSINESS 44 2025 ANNUAL REPORT ON FORM 10-K 44 APPENDIX A 45 v LIGHTPATH TECHNOLOGIES, INC. PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD AT 11:00 A.M. ET ON DECEMBER 17, 2025 This Proxy Statement, and the enclosed proxy card, is solicited by the Board of Directors (the "Board") of LightPath Technologies, Inc., a Delaware corporation, for use at the Annual Meeting of Stockholders (the "Annual Meeting") to be held on Wednesday, December 17, 2025, at 11:00 a.m. ET, or at any adjournments or postponements thereof, for the purposes set forth in the accompanying Notice of Annual Meeting of Stockholders. The Annual Meeting will be a completely virtual meeting of stockholders conducted via live audio webcast to enable our stockholders to participate from anywhere. You will be able to virtually attend the Annual Meeting by registering at https://web.viewproxy.com/lightpath/2025 . We request that registrations be completed by 11:59 p.m. ET on December 16, 2025. References in this Proxy Statement to "LightPath," "we," "us," "our," or the "Company" refers to LightPath Technologies, Inc. IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON WEDNESDAY, DECEMBER 17, 2025 . This Proxy Statement and the enclosed proxy card are all available on our website at www.lightpath.com . With respect to the Annual Meeting and all of our future stockholder meetings, please contact Albert Miranda at 1-800-472-3486 ext. 362, or amiranda@lightpath.com , to request a copy of the proxy statement or proxy card,

View Full Filing

View this DEF 14A filing on SEC EDGAR