Surge Components Seeks Director Re-election, Rights Plan Extension

TL;DR

**SPRS is doubling down on incumbent leadership and a poison pill, signaling stability but potentially limiting M&A upside.**

AI Summary

Surge Components Inc. (SPRS) is holding its Annual Meeting on November 25, 2025, to elect six directors, ratify the appointment of Seligson & Giannattasio, LLP as its independent registered public accounting firm for the fiscal year ending November 30, 2025, and ratify a three-year extension of its stockholder rights plan. The company's Annual Report for the fiscal year ended November 30, 2024, accompanies the proxy materials. Key leadership, including Ira Levy (CEO, President, CFO, and Director since 1981) and Steven J. Lubman (Vice President, Secretary, and Director since 1981), are nominated for re-election, highlighting long-standing management. The Board of Directors recommends voting FOR all proposals, including the election of all six director nominees and the extension of the rights plan. As of the record date, October 20, 2025, there were 5,706,732 shares of common stock outstanding, each entitled to one vote. The virtual meeting will be accessible via telephone or website, with specific instructions for stockholders of record and beneficial owners.

Why It Matters

This DEF 14A filing is crucial for SPRS investors as it outlines the company's governance structure and strategic defenses. The proposed three-year extension of the stockholder rights plan could impact potential takeover bids, signaling the board's intent to maintain control and potentially deter hostile acquisitions. For employees and customers, stable leadership, as indicated by the re-election of long-serving directors like Ira Levy and Steven J. Lubman, suggests continuity in business operations and strategy. In a competitive market, a robust rights plan can provide the company with leverage against competitors seeking to acquire or disrupt its business, though it might also limit shareholder value by reducing acquisition premiums.

Risk Assessment

Risk Level: medium — The proposal to ratify the amendment to the rights plan for a three-year extension introduces a 'poison pill' defense, which can deter potential acquirers and limit shareholder liquidity or acquisition premiums. While the election of six long-serving directors like Ira Levy (since 1981) and Steven J. Lubman (since 1981) suggests stability, it also indicates a lack of new perspectives or independent oversight, which could be a governance risk. The company has 5,706,732 shares of common stock outstanding as of October 20, 2025, and the board's recommendation for all proposals suggests a unified front that may not fully consider dissenting shareholder views.

Analyst Insight

Investors should carefully evaluate the implications of the three-year rights plan extension on potential M&A activity and shareholder value. Consider voting against the rights plan extension if you believe it unduly restricts shareholder returns or limits strategic alternatives. Review the qualifications of the six director nominees, especially their long tenures, to assess board independence and diversity of thought.

Executive Compensation

Key Numbers

• 5,706,732 — Shares of common stock outstanding (As of the record date, October 20, 2025, each entitled to one vote.)
• 3 — Years of rights plan extension (Proposed extension of the stockholder rights plan.)
• 6 — Number of directors to be elected (Nominees for the Board of Directors.)
• 2025-11-25 — Annual Meeting Date (Date of the virtual Annual Meeting of Stockholders.)
• 2025-10-20 — Record Date (Date for determining stockholders entitled to vote.)
• 1981 — Ira Levy's Director Since Year (Ira Levy has served as a director since the company's inception.)
• 1981 — Steven J. Lubman's Director Since Year (Steven J. Lubman has served as a director since the company's inception.)

Key Players & Entities

• SURGE COMPONENTS INC (company) — Registrant
• SPRS (company) — Ticker
• Ira Levy (person) — Chief Executive Officer, President, Chief Financial Officer, and Director since 1981
• Steven J. Lubman (person) — Vice President, Secretary, and Director since 1981
• Alan Plafker (person) — Director since 2001
• Lawrence Chariton (person) — Director since 2001
• Peter A. Levy (person) — Director since 2017
• Gary M. Jacobs (person) — Director since 2003
• Seligson & Giannattasio, LLP (company) — Independent registered public accounting firm
• Continental Stock Transfer & Trust Company (company) — Proxy registration agent

FAQ

Industry Context

Surge Components Inc. operates in the electronic components industry, which is characterized by rapid technological advancements and a global supply chain. Companies in this sector often face intense competition and the need for continuous innovation to meet evolving customer demands. Market trends include increasing demand for miniaturization, higher performance, and specialized components for sectors like automotive, industrial, and consumer electronics.

Regulatory Implications

As a publicly traded company, Surge Components Inc. is subject to SEC regulations and disclosure requirements, including the timely filing of proxy statements like this DEF 14A. Compliance with corporate governance rules and shareholder voting procedures is critical to maintain market confidence and avoid potential legal challenges.

What Investors Should Do

1. Review director nominees and their qualifications.
2. Evaluate the rationale for extending the stockholder rights plan.
3. Understand the voting procedures for the virtual Annual Meeting.

Key Dates

• 2025-11-25: Annual Meeting of Stockholders — Key decisions regarding director elections, auditor ratification, and stockholder rights plan extension will be made.
• 2025-10-20: Record Date — Determines which stockholders are entitled to vote at the Annual Meeting.
• 2024-11-30: Fiscal Year End — The Annual Report accompanying the proxy materials covers this fiscal period.
• 2025-11-03: Mailing of Proxy Materials — Informs stockholders of the upcoming meeting and provides them with the necessary documents to vote.

Glossary

DEF 14A

A proxy statement filed with the U.S. Securities and Exchange Commission (SEC) by publicly traded companies. It contains detailed information about matters to be voted on at an annual or special meeting of shareholders. (This document provides the core information for the analysis, outlining the company's proposals and related details for the upcoming annual meeting.)

Stockholder Rights Plan

A defensive tactic used by a company's board of directors to prevent or discourage a hostile takeover. It typically involves issuing new rights to existing shareholders that become valuable if a hostile acquirer obtains a certain percentage of the company's stock. (The proposed three-year extension of this plan is a key item for stockholder approval, indicating management's strategy to maintain control and stability.)

Record Date

A specific date set by a company to determine which shareholders are eligible to receive dividends, vote on corporate matters, or receive other distributions. (Establishes the pool of eligible voters for the November 25, 2025 Annual Meeting.)

Beneficial Owner

An individual or entity that holds the ultimate right to benefit from a security, even if the security is registered in the name of a nominee (like a broker). (Distinguishes how shares are held and how voting rights are exercised by different types of shareholders.)

Year-Over-Year Comparison

This filing pertains to the 2025 Annual Meeting, with the accompanying Annual Report covering the fiscal year ended November 30, 2024. Specific comparative financial metrics from the previous year's filing (likely for the fiscal year ended November 30, 2023) are not detailed within this proxy statement's provided text. However, the focus on re-electing long-standing directors and extending the stockholder rights plan suggests a continuity in corporate strategy and governance.

Key Financial Figures

• $0.001 — f the Company's common stock, par value $0.001 per share ("Common Stock"), as of the c

Filing Documents

• ea0262003-03.htm (DEF 14A) — 692KB
• tsurge_logo.jpg (GRAPHIC) — 62KB
• tbarchart_001.jpg (GRAPHIC) — 277KB
• tbarchart_002.jpg (GRAPHIC) — 307KB
• 0001213900-25-105273.txt ( ) — 2860KB
• sprs-20251103.xsd (EX-101.SCH) — 10KB
• sprs-20251103_def.xml (EX-101.DEF) — 2KB
• sprs-20251103_lab.xml (EX-101.LAB) — 34KB
• sprs-20251103_pre.xml (EX-101.PRE) — 2KB
• ea0262003-03_htm.xml (XML) — 238KB

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 15 AUDIT COMMITTEE REPORT 17

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 18 STOCKHOLDER PROPOSALS FOR THE ANNUAL MEETING 24 ANNUAL REPORT 25 DELIVERY OF PROXY MATERIALS TO HOUSEHOLDS 26 OTHER MATTERS 27 i Table of Contents SURGE COMPONENTS, INC. 95 East Jefryn Blvd. Deer Park, New York 11729 PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS NOVEMBER 25, 2025 This Proxy Statement, along with a proxy card and our 2024 Annual Report, is first being mailed to stockholders on or about November 3, 2025 General Information This proxy statement (the "Proxy Statement") is being furnished by the Board of Directors (the "Board" or the "Board of Directors") of Surge Components, Inc. ("Surge" or the "Company") in connection with the solicitation of proxies for use at the Annual Meeting of Stockholders of the Company to be held virtually at https://www.cstproxy.com/surgecomponents/2025 on Tuesday, November 25, 2025, at 10:00 a.m., Eastern time, and at any postponements or adjournments thereof (the "Annual Meeting"). The Annual Meeting is being held for the purposes set forth in this Proxy Statement. This Proxy Statement, the enclosed Proxy Card, and the Annual Report to Stockholders for the fiscal year ended November 30, 2024, are first being mailed to stockholders on or about November 3, 2025. Under our governing documents, no other business may be raised by stockholders at the Annual Meeting unless proper notice has been given to us by the stockholders seeking to bring such business before the meeting. If any other item or proposal properly comes before the Annual Meeting, the proxies received will be voted on such matter in accordance with the discretion of the proxy holders. Voting Procedures If you are a record holder, meaning your shares are registered in your own name, you may vote: (1) By Mail: Complete, sign and date your enclosed Proxy Card and mail it in the enclosed envelope. Your shares will be voted according to your instructions. (2) By E -Mail : You may cast your vote by E -Mail .

View Full Filing

View this DEF 14A filing on SEC EDGAR