LSI Industries Sets Virtual 2025 Annual Meeting, Seeks Director Re-election, Auditor Ratification

TL;DR

**LYTS is holding a virtual annual meeting to re-elect directors and ratify auditors, signaling business as usual with a focus on governance and executive pay, so expect stability.**

AI Summary

LSI Industries Inc. (LYTS) is holding its 2025 Annual Meeting of Shareholders virtually on November 4, 2025, at 9:00 a.m. EST. Shareholders of record as of September 9, 2025, are eligible to vote on three key proposals: the re-election of seven director nominees, the ratification of Grant Thornton LLP as the independent registered public accounting firm for fiscal 2026, and an advisory vote on executive compensation. The company incurred total fees of $2,031,245 from Grant Thornton LLP in fiscal 2025, an increase from $1,599,228 in fiscal 2024, primarily driven by audit fees rising from $1,136,900 to $1,370,900 and audit-related fees from $48,500 to $263,352. The Board of Directors recommends a 'FOR' vote on all proposals, emphasizing that the executive compensation plan aims to attract and retain a superior management team and align incentives with long-term shareholder value. The virtual format is intended to enhance shareholder access and participation, allowing attendance from anywhere without travel expenses.

Why It Matters

This DEF 14A filing outlines LSI Industries' governance and key proposals for its 2025 Annual Meeting, directly impacting investor confidence through board composition and executive compensation oversight. The virtual meeting format could increase shareholder engagement, potentially leading to more informed voting on critical issues like the re-election of seven directors including CEO James A. Clark and the ratification of Grant Thornton LLP, which saw a 27% increase in total fees from fiscal 2024 to fiscal 2025. For employees, the advisory vote on executive compensation signals the company's commitment to performance-based incentives, while customers and the broader market will watch for stable leadership and sound financial practices, especially as the company navigates competitive landscapes in manufacturing and product services.

Risk Assessment

Risk Level: low — The risk level is low as the DEF 14A primarily details routine governance matters for the 2025 Annual Meeting, including director elections and auditor ratification. There are no indications of contentious proposals, significant financial distress, or major strategic shifts that would introduce high risk. The company is simply outlining standard shareholder voting items.

Analyst Insight

Investors should review the director nominees' qualifications and the executive compensation details to ensure alignment with their investment thesis. Participate in the virtual meeting on November 4, 2025, to exercise voting rights, especially on the advisory 'Say-on-Pay' proposal, which provides feedback to the Board on executive compensation practices.

Executive Compensation

Key Numbers

• $2,031,245 — Total fees billed by Grant Thornton LLP (for fiscal year ended June 30, 2025)
• $1,599,228 — Total fees billed by Grant Thornton LLP (for fiscal year ended June 30, 2024)
• $1,370,900 — Audit Fees billed by Grant Thornton LLP (for fiscal year ended June 30, 2025)
• $1,136,900 — Audit Fees billed by Grant Thornton LLP (for fiscal year ended June 30, 2024)
• $263,352 — Audit-related Fees billed by Grant Thornton LLP (for fiscal year ended June 30, 2025)
• $48,500 — Audit-related Fees billed by Grant Thornton LLP (for fiscal year ended June 30, 2024)
• 30,568,219 — Common Shares outstanding (as of record date September 9, 2025)
• 7 — Number of director nominees (to be re-elected at the 2025 Annual Meeting)
• 2025-09-09T00:00:00.000Z — Record date for shareholders (to vote at the Annual Meeting)
• 2025-11-04T00:00:00.000Z — Date of 2025 Annual Meeting (to be held virtually)

Key Players & Entities

• LSI Industries Inc. (company) — Registrant for DEF 14A filing
• James A. Clark (person) — Chief Executive Officer and Director
• Wilfred T. O'Gara (person) — Chairman of the Board
• Grant Thornton LLP (company) — Independent registered public accounting firm
• Thomas A. Caneris (person) — Executive Vice President, Human Resources and General Counsel; Secretary
• Robert P. Beech (person) — Director and Chair of Nominating and Corporate Governance Committee
• Ronald D. Brown (person) — Director and Chair of Compensation Committee
• Amy L. Hanson (person) — Director and CEO of Amy Hanson Advisory Services
• Dodd-Frank Wall Street Reform and Consumer Protection Act (regulator) — Legislation mandating 'Say-on-Pay' advisory vote
• New York Stock Exchange (NYSE) (regulator) — Governs broker voting rules

FAQ

Industry Context

LSI Industries Inc. operates in the industrial manufacturing sector, providing lighting, graphics, and display solutions. The company competes in markets that are influenced by trends in retail, commercial, and industrial development, as well as technological advancements in lighting and digital displays.

Regulatory Implications

As a publicly traded company, LSI Industries Inc. is subject to SEC regulations and reporting requirements, including the timely filing of proxy statements and annual reports. Compliance with accounting standards and corporate governance rules is critical to maintaining investor confidence and avoiding penalties.

What Investors Should Do

1. Review the proposals presented in the DEF 14A, particularly the re-election of directors and the advisory vote on executive compensation, to make informed voting decisions.
2. Note the increase in audit and audit-related fees paid to Grant Thornton LLP in fiscal 2025, which totaled $2,031,245, and consider the reasons for this increase when evaluating the auditor ratification.
3. Participate in the virtual Annual Meeting on November 4, 2025, to engage with management and exercise voting rights, leveraging the accessibility of the virtual format.

Key Dates

• 2025-11-04: 2025 Annual Meeting of Shareholders — Shareholders will vote on key proposals including director re-elections, auditor ratification, and executive compensation.
• 2025-09-09: Record date for shareholders — Establishes eligibility for shareholders to vote at the Annual Meeting.
• 2025-09-19: Proxy Statement first made available — Informs shareholders about the meeting agenda and voting matters.

Glossary

DEF 14A

A filing with the SEC that provides detailed information about the annual meeting of shareholders, including matters to be voted on, director nominees, executive compensation, and corporate governance. (This document is the primary source of information for shareholders regarding the upcoming annual meeting and voting decisions.)

Proxy Statement

A document provided to shareholders soliciting their proxy (vote) for an upcoming shareholder meeting. It contains information about the matters to be voted on. (This is the core document for shareholders to understand the proposals and make informed voting decisions.)

Grant Thornton LLP

The independent registered public accounting firm engaged by LSI Industries Inc. (Responsible for auditing the company's financial statements and providing assurance on financial reporting.)

Audit Fees

Fees paid to the independent auditor for services rendered in connection with the audit of the company's annual financial statements. (Represents a significant portion of the fees paid to the auditor, indicating the scope of the audit.)

Audit-related Fees

Fees paid to the independent auditor for assurance and related services that are reasonably related to the performance of the audit or review of financial statements. (Indicates additional services provided by the auditor beyond the core audit, which can provide insights into the company's financial processes.)

Year-Over-Year Comparison

The DEF 14A for the 2025 Annual Meeting highlights an increase in total fees paid to Grant Thornton LLP to $2,031,245 in fiscal 2025, up from $1,599,228 in fiscal 2024. This rise is primarily driven by a significant increase in audit-related fees, which grew from $48,500 to $263,352, alongside an increase in audit fees from $1,136,900 to $1,370,900. The meeting format has shifted to a virtual-only platform, aiming to enhance shareholder access and participation compared to previous physical meetings.

Key Financial Figures

• $1,370,900 — ee Category 2025 2024 Audit Fees $1,370,900 $1,136,900 Audit-related Fees $263,3
• $1,136,900 — 2025 2024 Audit Fees $1,370,900 $1,136,900 Audit-related Fees $263,352 $48,500
• $263,352 — 70,900 $1,136,900 Audit-related Fees $263,352 $48,500 Tax Fees $396,993 $413,828
• $48,500 — ,136,900 Audit-related Fees $263,352 $48,500 Tax Fees $396,993 $413,828 All Othe
• $396,993 — ated Fees $263,352 $48,500 Tax Fees $396,993 $413,828 All Other Fees $0 $0 Tota
• $413,828 — $263,352 $48,500 Tax Fees $396,993 $413,828 All Other Fees $0 $0 Total Fees $2
• $0 — es $396,993 $413,828 All Other Fees $0 $0 Total Fees $2,031,245 $1,599,228
• $2,031,245 — 28 All Other Fees $0 $0 Total Fees $2,031,245 $1,599,228 Audit fees represent fees
• $1,599,228 — r Fees $0 $0 Total Fees $2,031,245 $1,599,228 Audit fees represent fees and out-of-p
• $3.5 billion — planning and M&A activities for REXEL's $3.5 billion of revenues in U.S. operations. Prior t

Filing Documents

• lyts20250912_def14a.htm (DEF 14A) — 1135KB
• graph01.jpg (GRAPHIC) — 24KB
• graph02.jpg (GRAPHIC) — 25KB
• graph03.jpg (GRAPHIC) — 25KB
• jac01.jpg (GRAPHIC) — 1KB
• lsi01.jpg (GRAPHIC) — 7KB
• p01.jpg (GRAPHIC) — 215KB
• p02.jpg (GRAPHIC) — 135KB
• wto01.jpg (GRAPHIC) — 2KB
• 0001437749-25-029410.txt ( ) — 3055KB
• lyts-20250630.xsd (EX-101.SCH) — 4KB
• lyts-20250630_def.xml (EX-101.DEF) — 2KB
• lyts-20250630_lab.xml (EX-101.LAB) — 2KB
• lyts-20250630_pre.xml (EX-101.PRE) — 1KB
• lyts20250912_def14a_htm.xml (XML) — 231KB

SECURITY OWNERSHIP

SECURITY OWNERSHIP 8

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 9 Compensation Discussion and Analysis 9 COMPENSATION COMMITTEE REPORT 19 EQUITY COMPENSATION PLAN INFORMATION 25 CEO PAY RATIO DISCLOSURE 25 PAY VERSUS PERFORMANCE 26 CORPORATE GOVERNANCE 30 DIRECTOR COMPENSATION 31 COMMITTEES OF THE BOARD 32 COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION 36 RELATED PERSON TRANSACTIONS 36 OTHER MATTERS 36 QUESTIONS 36 ANNEX A—NON-GAAP MEASURES A-1 The Company makes available, free of charge on its website, all of its filings that are made electronically with the Securities and Exchange Commission ( " SEC " ), including Forms 10-K, 10-Q, and 8-K and any amendments thereto. To access these filings, go to the Company ' s website (www.lsicorp.com), navigate to the " Investors " page and click on " SEC Filings " under the " Financials " header. Copies of the Company ' s Annual Report on Form 10-K for the fiscal year ended June 30, 2025, including financial statements and schedules thereto, filed with the SEC are also available without charge to shareholders upon written request addressed to: LSI Industries Inc. Thomas A. Caneris EVP Human Resources and General Counsel; Secretary 10000 Alliance Road Cincinnati, Ohio 45242 LSI INDUSTRIES INC. 10000 Alliance Road Cincinnati, Ohio 45242 (513) 793-3200 P R O X Y S T A T E M E N T Annual Meeting of Shareholders November 4, 2025 INTRODUCTION The Board of Directors of LSI Industries Inc. is requesting your proxy for the Annual Meeting of Shareholders on November 4, 2025, and at any postponement or adjournment of such meeting. This Proxy Statement and the accompanying proxy card were first made available on or about September 19, 2025 to shareholders of record as of September 9, 2025. VIRTUAL MEETING We are hosting a virtual meeting of shareholders for the Annual Meeting because the virtual meeting format provides expanded access and improved communication between our shareholders and the Company. We see th

View Full Filing

View this DEF 14A filing on SEC EDGAR