Taylor Devices Sets Shareholder Meeting, Board Election, Stock Plan Vote

TL;DR

**TAYD's annual meeting is a routine governance check, but the new stock option plan could be a bullish signal for future incentives.**

AI Summary

TAYLOR DEVICES, INC. (TAYD) is holding its 2025 Annual Meeting of Shareholders on October 17, 2025, to elect one Class 3 director, Robert Carey, to serve a three-year term expiring in 2028. Shareholders will also ratify the appointment of Lumsden & McCormick, LLP as the independent registered public accounting firm for the fiscal year ending May 31, 2026, and approve the 2025 Taylor Devices, Inc. Stock Option Plan. The Board of Directors, which met three times in fiscal year 2025, consists of five members, with independent directors Robert Carey, John Burgess, and F. Eric Armenat serving on the Executive, Audit, Compensation, and Nominating Committees. John Burgess, Chairman of the Board, is also the Audit Committee financial expert. The company had 3,147,193 shares of common stock outstanding and entitled to vote as of the August 18, 2025 record date. The filing does not contain specific revenue or net income figures, nor does it detail key business changes or strategic outlook with dollar amounts or percentages, focusing instead on governance and director elections.

Why It Matters

This DEF 14A filing outlines critical governance decisions for TAYLOR DEVICES, INC., directly impacting its leadership and future compensation structure. The re-election of Robert Carey, a director since 2020 with 45 years of experience in technical manufacturing and strategic planning, ensures continuity on the board. The approval of the 2025 Stock Option Plan could influence executive and employee incentives, potentially aligning their interests more closely with long-term shareholder value. Ratifying Lumsden & McCormick, LLP maintains financial oversight, crucial for investor confidence in a competitive industrial and aerospace market where transparency is key.

Risk Assessment

Risk Level: low — The risk level is low as this DEF 14A primarily covers routine corporate governance matters: director elections, auditor ratification, and a stock option plan approval. There are no indications of contentious proposals, significant financial distress, or major strategic shifts that would introduce high risk. The proposals are standard for an annual shareholder meeting.

Analyst Insight

Investors should review the 2025 Taylor Devices, Inc. Stock Option Plan details once available to understand potential dilution and incentive alignment. Voting for the proposed director and auditor is generally a standard practice unless specific concerns arise, which are not indicated here.

Key Numbers

• October 17, 2025 — Annual Meeting Date (Date shareholders will vote on proposals)
• August 18, 2025 — Record Date (Date for determining eligible voters)
• 3,147,193 — Shares Outstanding (Total common stock entitled to vote as of record date)
• 3 — Board Meetings (Number of Board of Directors meetings in fiscal year ended May 31, 2025)
• 5 — Audit Committee Meetings (Number of Audit Committee meetings in fiscal year ended May 31, 2025)
• 3 — Compensation Committee Meetings (Number of Compensation Committee meetings in fiscal year ended May 31, 2025)
• 2 — Nominating Committee Meetings (Number of Nominating Committee meetings in fiscal year ended May 31, 2025)
• 2028 — Director Term Expiration (Year Robert Carey's term will expire if elected)
• 2025 — Stock Option Plan Year (Year of the proposed Stock Option Plan for approval)
• 2026 — Fiscal Year for Auditor (Fiscal year for which Lumsden & McCormick, LLP is appointed)

Key Players & Entities

• TAYLOR DEVICES, INC. (company) — Registrant
• Robert Carey (person) — Class 3 Director nominee
• Lumsden & McCormick, LLP (company) — Independent registered public accounting firm
• John Burgess (person) — Chairman of the Board, Audit Committee financial expert
• F. Eric Armenat (person) — Director, Compensation Committee Chair
• Timothy J. Sopko (person) — Chief Executive Officer and Director
• Alan R. Klembczyk (person) — Former President and Director
• Paul M. Heary (person) — Chief Financial Officer
• Mark V. McDonough (person) — Corporate Secretary
• 3,147,193 (dollar_amount) — Shares of common stock outstanding on record date

FAQ

Industry Context

Taylor Devices, Inc. operates in the specialized field of shock absorption and vibration isolation technology. The company's products are critical components in various industries, including aerospace, defense, and industrial machinery, where reliability and performance under extreme conditions are paramount. The competitive landscape likely involves other specialized engineering firms, but the company's long history and focus on niche applications may provide a competitive advantage.

Regulatory Implications

As a publicly traded company, Taylor Devices, Inc. is subject to SEC regulations, including timely filing of proxy statements and adherence to corporate governance standards. The ratification of the independent auditor and the approval of the stock option plan are standard regulatory requirements for shareholder engagement.

What Investors Should Do

1. Vote on the election of Robert Carey as a Class 3 director to ensure continued board expertise in strategic planning and manufacturing.
2. Ratify the appointment of Lumsden & McCormick, LLP as the independent auditor to maintain financial transparency and compliance.
3. Approve the 2025 Taylor Devices, Inc. Stock Option Plan to potentially incentivize management and align their interests with shareholders.
4. Review the qualifications of the director nominee, Robert Carey, considering his extensive experience in general management and strategic planning for technical manufacturing companies.

Key Dates

• 2025-10-17: 2025 Annual Meeting of Shareholders — Shareholders will vote on director elections, ratification of auditors, and the stock option plan.
• 2025-08-18: Record Date — Determines which shareholders are eligible to vote at the Annual Meeting.
• 2026-05-31: Fiscal Year End — The fiscal year for which the independent auditor, Lumsden & McCormick, LLP, is appointed.
• 2028-01-01: Director Term Expiration — The year Robert Carey's term as Class 3 director will expire if elected.

Glossary

DEF 14A

A filing with the SEC that provides detailed information about a company's annual meeting of shareholders, including proposals to be voted on, director nominees, and executive compensation. (This document is the proxy statement for Taylor Devices, Inc.'s annual meeting.)

Class 3 Director

A category of directors on a staggered board, typically serving a three-year term. (Robert Carey is nominated to serve as a Class 3 director for a three-year term.)

Independent Registered Public Accounting Firm

An external audit firm that meets specific independence requirements set by the SEC and PCAOB, responsible for auditing a company's financial statements. (Shareholders will ratify the appointment of Lumsden & McCormick, LLP as the company's auditor.)

Stock Option Plan

A plan that grants employees the right to purchase company stock at a predetermined price within a specified period. (Shareholders will vote on the approval of the 2025 Taylor Devices, Inc. Stock Option Plan.)

Record Date

A specific date set by a company to determine which shareholders are eligible to receive notice of and vote at a shareholder meeting. (August 18, 2025, is the record date for determining eligible voters for the Annual Meeting.)

Audit Committee Financial Expert

A member of the audit committee who possesses specific accounting and financial expertise, as defined by SEC regulations. (John Burgess is identified as the Audit Committee financial expert.)

Year-Over-Year Comparison

This filing focuses on the upcoming 2025 Annual Meeting and does not provide comparative financial data from a previous DEF 14A filing. Key information such as revenue, net income, or changes in business strategy with quantifiable metrics is not detailed in this proxy statement, which is typical for this type of filing. The focus is on governance, director elections, and shareholder proposals rather than a review of past financial performance.

Key Financial Figures

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Filing Documents

• td_def14a.htm (DEF 14A) — 274KB
• tddef14a_1.jpg (GRAPHIC) — 11KB
• tddef14a_2.jpg (GRAPHIC) — 39KB
• tddef14a_3.jpg (GRAPHIC) — 37KB
• tddef14a_4.jpg (GRAPHIC) — 76KB
• tddef14a_5.jpg (GRAPHIC) — 85KB
• 0001376474-25-000791.txt ( ) — 618KB

From the Filing

DEF 14A 1 td_def14a.htm TAYLOR DEVICES, INC Schedule 14A 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 TAYLOR DEVICES, INC. (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 all boxes that apply): 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. TAYLOR DEVICES, INC. 90 TAYLOR DRIVE NORTH TONAWANDA, NEW YORK 14120 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO THE SHAREHOLDERS OF TAYLOR DEVICES, INC. NOTICE IS HEREBY GIVEN that the 2025 Annual Meeting of Shareholders (the "Annual Meeting") of TAYLOR DEVICES, INC. (the "Company") will be held in person at the Hyatt Place Buffalo/Amherst, 5020 Main Street, Amherst, New York, 14226 on October 17, 2025, at 11:00 a.m., Eastern Time. There will also be a live webcast of the Annual Meeting available on the Company's website at www.taylordevices.com/annual-shareholders-meeting/. The webcast is being made available only for informational purposes. The Annual Meeting is being held in person, and accessing the webcast will neither count as attendance for purposes of meeting quorum requirements nor enable a shareholder to vote. Our shareholders of record at the close of business on August 18, 2025, the record date for the Annual Meeting, may vote at the meeting by attending in person or following the instructions in the Company's proxy materials. Shareholders who do not attend in person are encouraged to vote by proxy. At the Annual Meeting, shareholders will act on the following items: 1. To elect one Class 3 director of the Company to serve a three-year term to expire in 2028, or until the election and qualification of his successor. [Robert Carey] 2. To ratify the appointment of Lumsden & McCormick, LLP as the independent registered public accounting firm of the Company for the fiscal year ending May 31, 2026. 3. To approve and adopt the 2025 Taylor Devices, Inc. Stock Option Plan. 4. To transact such other business as may properly come before the Annual Meeting or any adjournment(s) or postponement(s) thereof. The Board of Directors has fixed the close of business on August 18, 2025, as the record date for determining which shareholders shall be entitled to notice of and to vote at the Annual Meeting. SHAREHOLDERS MAY ATTEND THE MEETING BY PROXY. SHAREHOLDERS ARE REQUESTED TO PROMPTLY SUBMIT THEIR VOTE BY INTERNET, BY TELEPHONE OR BY SIGNING, DATING AND RETURNING THE ENCLOSED PROXY CARD. THE PROXY MAY BE REVOKED AT ANY TIME BEFORE IT IS VOTED. BY ORDER OF THE BOARD OF DIRECTORS DATED: September 5, 2025 Mark V. McDonough North Tonawanda, New York Corporate Secretary IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS The Proxy Statement and the 2025 Annual Report to shareholders are available at www.taylordevices.com/investors. 2 [THIS PAGE INTENTIONALLY LEFT BLANK] 3 PROXY STATEMENT FOR THE ANNUAL MEETING OF SHAREHOLDERS OF TAYLOR DEVICES, INC. 90 TAYLOR DRIVE NORTH TONAWANDA, NEW YORK 14120 TO BE HELD ON OCTOBER 17, 2025 This Proxy Statement is furnished to shareholders by the Board of Directors of Taylor Devices, Inc. (referred to in this Proxy Statement as the "Company," "we," "us" or "our") in connection with the solicitation of proxies for use at the 2025 Annual Meeting of Shareholders (the "Annual Meeting") to be held on October 17, 2025, at 11:00 a.m., Eastern Time, and at any adjournments of the Annual Meeting, for the purposes set forth in the accompanying Notice of Annual Meeting of Shareholders. This Proxy Statement and the accompanying form of proxy are being mailed to shareholders commencing on or about September 5, 2025. If the enclosed form of proxy is properly executed and returned, the shares represented by the proxy will be voted in accordance with the proxy's instructions. Any proxy given pursuant to this solicitation may be revoked by the shareholder at any time prior to its use by written notice to the Corporate Secretary of the Company at 90 Taylor Drive, North Tonawanda, New York 14120, by appearing at the Annual Meeting in person and voting their shares or by submitting another duly executed proxy bearing a later date. The Board of Directors of the Company (the "Board of Directors" or the "Board") has fixed the close of business on August 18, 2025, as the record dat

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View this DEF 14A filing on SEC EDGAR