Syntec Optics Sets Virtual Annual Meeting, Seeks RSU Plan Approval

Ticker: OPTXW · Form: DEF 14A · Filed: Dec 8, 2025 · CIK: 1866816

Sentiment: mixed

Topics: Proxy Statement, Corporate Governance, Executive Compensation, Shareholder Meeting, Director Election, Equity Incentive Plan, Auditor Ratification

Related Tickers: OPTXW

TL;DR

**OPTXW's virtual annual meeting is a must-watch for shareholders, as RSU approval and a certificate amendment could significantly reshape future equity and governance.**

AI Summary

SYNTEC OPTICS HOLDINGS, INC. (OPTXW) is holding its 2025 Annual Meeting of Stockholders on January 20, 2026, virtually via the Internet. Key proposals include the election of two directors to serve until the 2028 Annual Meeting, the ratification of CBIZ, Inc. as the independent registered public accounting firm for fiscal year 2025, and the approval of Restricted Stock Units (RSUs) under Section 6 of the 2023 Equity Incentive Plan. Additionally, stockholders will vote on an amendment to the Second Amended and Restated Certificate of Incorporation. As of the November 24, 2025 Record Date, there were 36,920,226 shares of common stock outstanding, with a quorum requiring 18,460,114 shares. The Board unanimously recommends a 'FOR' vote on all proposals, including the RSU grant which could dilute existing shareholder value if not managed carefully. The company also intends to rely on the 'controlled company' exemption under Nasdaq Rule 5605(b)(1) regarding board independence.

Why It Matters

This DEF 14A filing outlines critical governance decisions for SYNTEC OPTICS HOLDINGS, INC. (OPTXW) that directly impact investor confidence and future equity structure. The approval of Restricted Stock Units (RSUs) under the 2023 Equity Incentive Plan could lead to dilution for existing shareholders, making it crucial for investors to understand the potential impact on their holdings. The amendment to the Certificate of Incorporation also signals potential strategic shifts or operational changes. For employees, the RSU plan could be a significant incentive, while the ratification of CBIZ, Inc. as auditors ensures continued financial oversight, a key factor for market trust and competitive standing in the optics industry.

Risk Assessment

Risk Level: medium — The proposal to approve Restricted Stock Units (RSUs) under the 2023 Equity Incentive Plan introduces potential dilution risk for existing shareholders, as new shares may be issued. Additionally, the proposed amendment to the Second Amended and Restated Certificate of Incorporation, requiring an affirmative vote of a majority of all outstanding common stock, could introduce changes with unknown implications, and abstentions or broker non-votes will count 'AGAINST' this proposal, increasing the difficulty of passage.

Analyst Insight

Investors should carefully review the full proxy statement, particularly details on the proposed RSU grant and the Certificate of Incorporation amendment, before the January 20, 2026 meeting. Vote 'FOR' or 'AGAINST' based on your assessment of potential dilution and governance changes, and consider contacting Colonial Stock Transfer Company, Inc. at (801) 355-5740 for voting assistance.

Key Numbers

Key Players & Entities

FAQ

When is SYNTEC OPTICS HOLDINGS, INC.'s 2025 Annual Meeting of Stockholders?

SYNTEC OPTICS HOLDINGS, INC.'s 2025 Annual Meeting of Stockholders is scheduled for Tuesday, January 20, 2026, at 05:00 p.m. Eastern time, and will be held virtually via the Internet.

What are the key proposals to be voted on at the Syntec Optics Annual Meeting?

Stockholders will vote on electing two directors until the 2028 Annual Meeting, ratifying CBIZ, Inc. as the independent auditor for fiscal year 2025, approving Restricted Stock Units (RSUs) under the 2023 Equity Incentive Plan, and amending the Second Amended and Restated Certificate of Incorporation.

How many shares of SYNTEC OPTICS HOLDINGS, INC. common stock were outstanding on the Record Date?

As of the Record Date, November 24, 2025, there were 36,920,226 shares of SYNTEC OPTICS HOLDINGS, INC. common stock outstanding, with each share entitled to one vote.

Who is the independent registered public accounting firm for Syntec Optics for fiscal year 2025?

CBIZ, Inc. has been appointed as the independent registered public accounting firm for SYNTEC OPTICS HOLDINGS, INC. for the fiscal year ending December 31, 2025, and stockholders are asked to ratify this appointment.

What is the significance of the Restricted Stock Units (RSUs) proposal for Syntec Optics?

The proposal to approve the grant of RSUs pursuant to Section 6 of the 2023 Equity Incentive Plan could impact executive compensation and potentially lead to dilution for existing shareholders, making it a key item for investor consideration.

How can Syntec Optics stockholders attend and vote at the virtual Annual Meeting?

Stockholders can attend and vote online by registering at www.colonialstock.com/syntec2026 by January 19, 2026. They can also vote by proxy via the Internet, phone at (801) 355-5740, or by mailing a completed proxy card.

What is a 'broker non-vote' and how does it affect Syntec Optics' proposals?

A 'broker non-vote' occurs when a broker cannot vote uninstructed shares on 'non-routine' matters. For Syntec Optics, director elections, RSU approval, and the certificate amendment are likely 'non-routine', meaning uninstructed shares won't be voted, and for the amendment, they count 'AGAINST'.

What is the quorum requirement for the Syntec Optics Annual Meeting?

A quorum for the Syntec Optics Annual Meeting requires the holders of 18,460,114 shares, representing a majority of the 36,920,226 outstanding shares, to be present in person or by proxy.

Why is Syntec Optics relying on the 'controlled company' exemption?

SYNTEC OPTICS HOLDINGS, INC. intends to rely on the exemption available to a 'controlled company' under Nasdaq Rule 5605(b)(1), which waives the requirement for a majority of its Board to be comprised of independent directors.

Who is Al Kapoor and what is his role at Syntec Optics?

Al Kapoor is the Chairman of the Board and Chief Executive Officer of SYNTEC OPTICS HOLDINGS, INC. He signed the Dear Stockholder letter and the Notice of Annual Meeting of Stockholders.

Filing Stats: 4,784 words · 19 min read · ~16 pages · Grade level 12.3 · Accepted 2025-12-08 16:35:16

Filing Documents

From the Filing

UNITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY EXCHANGE ACT OF 1934 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 SYNTEC OPTICS HOLDINGS, INC. (Name of Registrant as Specified In Its Charter) N/A (Name(s) of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check all boxes that apply): No fee required Fee paid previously with preliminary materials. Fee computer on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. SYNTEC OPTICS HOLDINGS, INC. 515 Lee Road Rochester, New York 14606 December 8, 2025 Dear Stockholder: You are cordially invited to attend the 2025 Annual Meeting of Stockholders of Syntec Optics Holdings, Inc., or the Annual Meeting, which will be held on Tuesday, January 20, 2026, at 05:00 p.m., Eastern time. This year's Annual Meeting will be held via the Internet. Stockholders will be able to listen to the meeting live, submit questions and vote online regardless of location via the Internet at www.colonialstock.com/syntec2026 . You will be able to attend the Annual Meeting by first registering at www.colonialstock.com/syntec2026 . You will receive a meeting invitation by e-mail with your unique join link along with a password prior to the meeting date. You will not be able to attend the Annual Meeting in person. The Annual Meeting is being held for the following purposes: to elect two directors to the Board of Directors to hold office until the 2028 Annual Meeting of stockholders; to ratify the appointment of CBIZ, Inc. as our independent registered public accounting firm for the fiscal year ending December 31, 2025; to approve the grant of Restricted Stock Units (RSUs) pursuant to Section 6 of the 2023 Equity Incentive Plan; to amend the Second Amended and Restated Certificate of Incorporation; to consider any other business that may properly come before the meeting or any adjournment or postponement thereof. Please complete, sign and return the proxy card whether or not you plan to attend the Annual Meeting. Alternatively, you may vote online at https://www.colonialstock.com/syntec2026. Your vote is important regardless of the number of shares you own. Voting by proxy will not prevent you from voting at the virtual Annual Meeting (provided you follow the revocation procedures described in the accompanying proxy statement) but will assure that your vote is counted if you cannot attend. On behalf of the Board of Directors and the employees of Syntec Optics Holdings, Inc., we thank you for your continued support and look forward to speaking with you at the Annual Meeting. By: /s/ Al Kapoor Al Kapoor Chairman of the Board and Chief Executive Officer If you have any questions or require any assistance in voting your shares, please call: Colonial Stock Transfer Company, Inc. 7840 S 700 E, Sandy, UT 84070 801-355-5740 Notice of Annual Meeting of Stockholders Date: January 20, 2026 Time: 05:00 p.m., Eastern Time Place: This year's Annual Meeting will be held via the Internet. Stockholders will be able to listen, vote and submit questions regardless of location via the Internet at https://www.colonialstock.com/syntec2026. You will be able to attend the Annual Meeting by first registering at https://www.colonialstock.com/syntec2026 . You will receive a meeting invitation by e-mail with your unique join link along with a password prior to the meeting date. At our 2025 Annual Meeting, we will ask you: to elect two directors to the Board of Directors to hold office until the 2028 Annual Meeting of stockholders; to ratify the appointment of CBIZ, Inc. as our independent registered public accounting firm for the fiscal year ending December 31, 2025; to approve the grant of Restricted Stock Units (RSUs) pursuant to Section 6 of the 2023 Equity Incentive Plan; to amend the Second Amended and Restated Certificate of Incorporation; to consider any other business that may properly come before the meeting or any adjournment or postponement thereof. You may vote at the Annual Meeting (or any adjournment or postponement of the Annual Meeting) if you were a stockholder of Syntec Optics Holdings, Inc. at the close of business on November 24, 2025, or the Record Date. Only stockholders of record at the close of business on the Record Date are entitled to notice of, and to vote at, the Annual Meeting. By Order of the Board of Directors, /s/ Al Kapoor Al Kapoor Chairman of the Board and Chief Executive Officer Rochester, New York December 8, 2025 IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2025 ANNUAL MEETING OF ST

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