Nortech Systems Incorporated Announces Annual Meeting of Shareholders on May 15, 2024

TL;DR

<b>Nortech Systems Incorporated will hold its virtual Annual Meeting of Shareholders on May 15, 2024, to elect directors, vote on executive compensation, and approve stock plan amendments.</b>

AI Summary

NORTECH SYSTEMS INC (NSYS) filed a Proxy Statement (DEF 14A) with the SEC on April 3, 2024. Annual Meeting of Shareholders to be held virtually on May 15, 2024, at 3:00 p.m. central time. Shareholders will vote on electing eight members to the Board of Directors for a one-year term. A 'Say-on-Pay' proposal will be presented for advisory approval of named executive officer compensation. Proposal to amend the 2017 Stock Incentive Plan to increase reserved shares from 675,000 to 775,000. Baker Tilly US, LLP proposed for ratification as independent registered public accounting firm for fiscal 2024.

Why It Matters

For investors and stakeholders tracking NORTECH SYSTEMS INC, this filing contains several important signals. Shareholders have the opportunity to influence board composition and executive compensation through their votes. The proposed amendment to the stock incentive plan could impact future equity awards and shareholder dilution.

Risk Assessment

Risk Level: low — NORTECH SYSTEMS INC shows low risk based on this filing. The filing is a routine proxy statement for an annual shareholder meeting with standard proposals, indicating no immediate significant financial or operational shifts.

Analyst Insight

Review the proposals regarding director elections, executive compensation, and stock incentive plan amendments to make informed voting decisions.

Key Numbers

• 8 — Directors to be elected (Proposal 1: Election of Directors)
• 675,000 — Current shares reserved (2017 Stock Incentive Plan)
• 775,000 — Proposed shares reserved (2017 Stock Incentive Plan amendment)

Key Players & Entities

• NORTECH SYSTEMS INC (company) — Registrant name
• May 15, 2024 (date) — Date of Annual Meeting
• Baker Tilly US, LLP (company) — Proposed independent registered public accounting firm
• 2017 Stock Incentive Plan (company) — Plan to be amended
• March 21, 2024 (date) — Record date for shareholders entitled to vote

FAQ

Industry Context

Nortech Systems Incorporated operates in the electronic components manufacturing sector, providing manufacturing solutions.

Regulatory Implications

The filing is made under Section 14(a) of the Securities Exchange Act of 1934, governing proxy solicitations.

What Investors Should Do

1. Review the proxy statement for details on director nominees and their qualifications.
2. Evaluate the 'Say-on-Pay' proposal and the compensation of named executive officers.
3. Understand the implications of the proposed amendment to the 2017 Stock Incentive Plan.

Key Dates

• 2024-05-15: Annual Meeting of Shareholders — Shareholders will vote on key proposals including director elections and compensation.
• 2024-03-21: Record Date — Shareholders of record on this date are entitled to vote at the meeting.

Year-Over-Year Comparison

This is a DEF 14A filing, indicating it is the definitive proxy statement for the annual shareholder meeting, following any preliminary filings.

Filing Documents

• nsys20240401_def14a.htm (DEF 14A) — 339KB
• capvsni.jpg (GRAPHIC) — 27KB
• capvstsi.jpg (GRAPHIC) — 34KB
• proxy01.jpg (GRAPHIC) — 76KB
• proxy02.jpg (GRAPHIC) — 66KB
• 0001437749-24-010702.txt (&nbsp;) — 1203KB
• nsys-20231231.xsd (EX-101.SCH) — 3KB
• nsys-20231231_def.xml (EX-101.DEF) — 2KB
• nsys-20231231_lab.xml (EX-101.LAB) — 2KB
• nsys-20231231_pre.xml (EX-101.PRE) — 1KB
• nsys20240401_def14a_htm.xml (XML) — 37KB

From the Filing

nsys20240401_def14a.htm 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 under 240.14a-12 Nortech Systems Incorporated (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. 1 NORTECH SYSTEMS INCORPORATED 7550 Meridian Circle North, Suite 150 Maple Grove, MN 55369 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS To be Held May 15, 2024 TO THE SHAREHOLDERS OF NORTECH SYSTEMS INCORPORATED: The Annual Meeting of Shareholders of Nortech Systems Incorporated (the "Company") will be held virtually on May 15, 2024 at 3:00 p.m. (central time). The virtual meeting can be accessed by visiting www.virtualshareholdermeeting.com/NSYS2024 where you will be able to listen to the meeting live, submit questions and vote online if you were shareholder on the record date. We are holding the meeting for the following purposes: 1. To elect eight members of the Board of Directors to serve for a one-year term and until their successors are elected and qualify; 2. To approve, on an advisory basis, the compensation of our named executive officers (referred to as the "Say-on-Pay" proposal); 3. To approve an amendment to the 2017 Stock Incentive Plan increasing the shares of Common Stock reserved for issuance from 675,000 to 775,000; 4. To ratify the appointment of Baker Tilly US, LLP as the independent registered public accounting firm of the Company for fiscal 2024; and 5. To transact such other business as may properly come before the meeting or any adjournment thereof. Only shareholders of record at the close of business on March 21, 2024, will be entitled to notice of and to vote at the virtual meeting or any adjournment thereof. Important Notice regarding the availability of proxy materials for the Annual Meeting of Shareholders to be held on May 15, 2024: The Notice and Proxy Statement and Annual Report on Form 10-K are available online at www.proxyvote.com . YOU ARE CORDIALLY INVITED TO ATTEND THE VIRTUAL ANNUAL MEETING. WHETHER OR NOT YOU EXPECT TO PARTICIPATE IN THE VIRTUAL ANNUAL MEETING, PLEASE COMPLETE, DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE. IF YOU ATTEND THE VIRTUAL ANNUAL MEETING, YOU MAY REVOKE YOUR PROXY AND VOTE VIA THE VIRTUAL MEETING WEBSITE IF YOU ARE A REGISTERED SHAREHOLDER. IF YOU HOLD YOUR SHARES THROUGH AN ACCOUNT WITH A BROKERAGE FIRM, BANK OR OTHER NOMINEE, PLEASE FOLLOW THE INSTRUCTIONS YOU RECEIVE FROM YOUR ACCOUNT MANAGER TO VOTE YOUR SHARES. Your attention is called to the accompanying Proxy Statement. Date: April 2, 2024 By: /s/ Mark T. Hooley Mark. T. Hooley Secretary Nortech Systems Incorporated 2 Nortech Systems Incorporated PROXY STATEMENT ANNUAL VIRTUAL MEETING OF SHAREHOLDERS, MAY 15, 2024 This Proxy Statement is furnished to shareholders of NORTECH SYSTEMS INCORPORATED, a Minnesota corporation (the "Company"), in connection with the solicitation on behalf of the Company's Board of Directors of proxies for use at the annual meeting of shareholders to be held virtually on May 15, 2024 at 3:00 p.m. (central time), and at any adjournment thereof, for the purposes set forth in the accompanying Notice of Annual Meeting of Shareholders. The virtual meeting can be accessed by visiting www.proxyvote.com where you will be able to listen to the meeting live, submit questions and vote online. The address of the principal executive office of the Company is 7550 Meridian Circle N., Suite 150, Maple Grove, Minnesota 55369. We will begin mailing this proxy statement and proxy card to shareholders on or about April 2, 2024. SOLICITATION AND REVOCATION OF PROXIES The Company will pay the costs and expenses of solicitation of proxies. In addition to the use of the mails, directors, officers and regular employees of the Company may solicit proxies personally or by telephone or letter with extra compensation. The Company will reimburse brokers and other custodians, nominees or fiduciaries for their expenses in forwarding proxy materials to principals and obtaining their proxies. Proxies in the form enclosed are solicited on behalf of the Board of Directors. Any shareholder giving a proxy in this form may revoke it at any time before it is exercised by (i) giving written notice of revocation to the Secretary of the Compa

View Full Filing

View this DEF 14A filing on SEC EDGAR