ReposiTrak Sets Annual Meeting for Nov 19, Key Director Elections on Agenda

TL;DR

**TRAK's upcoming shareholder meeting is a routine governance check, but the board's recommended 'every three years' for Say-on-Pay votes suggests a desire for less frequent executive compensation scrutiny, which could be a red flag for active investors.**

AI Summary

ReposiTrak, Inc. (TRAK) is holding its 2025 Annual Meeting of Shareholders on November 19, 2025, in Murray, Utah, to address key governance matters. Shareholders will vote on the election of four director nominees: Randall K. Fields, Robert W. Allen, Ronald C. Hodge, and Peter J. Larkin, each for a one-year term. The company also seeks advisory approval for Named Executive Officer compensation (Say-on-Pay) and the frequency of future Say-on-Pay votes (Say-on-Frequency), with the Board recommending 'EVERY THREE YEARS'. Additionally, shareholders will ratify Haynie & Company as the independent registered public accounting firm for the fiscal year ending June 30, 2026. Non-executive directors Robert W. Allen, Ronald C. Hodge, and Peter J. Larkin each received an annual retainer of $75,000 for their service in the year ended June 30, 2025, with two paid in Common Stock and one in cash. The company had 18,283,903 shares of Common Stock and 266,005 shares of Series B Convertible Preferred Stock outstanding as of the September 26, 2025 Record Date, representing a total of 18,948,916 votes.

Why It Matters

This DEF 14A filing outlines critical governance decisions for ReposiTrak, impacting investor confidence through director elections and executive compensation votes. The re-election of seasoned directors like Randall K. Fields, the company's founder and CEO, and industry veterans like Ronald C. Hodge from the grocery sector, signals continuity in strategic direction. For employees, stable leadership can mean consistent company vision and operational focus. Customers benefit from a well-governed company that can maintain and innovate its scan-based technologies. In a competitive market, strong governance and experienced leadership are crucial for TRAK to expand its client base and maintain its market position against rivals in supply chain and compliance solutions.

Risk Assessment

Risk Level: medium — The risk level is medium because while the proposals are standard governance items, the Board's recommendation for a 'Say-on-Frequency' vote 'EVERY THREE YEARS' could be perceived as an attempt to reduce shareholder oversight on executive compensation. This could lead to investor dissatisfaction or questions regarding executive accountability, especially given the non-binding nature of the Say-on-Pay vote itself.

Analyst Insight

Investors should carefully review the executive compensation details in the full proxy statement and consider voting 'EVERY YEAR' for Say-on-Pay frequency to ensure more frequent oversight. Engage with investor relations if you have concerns about the board's recommendation for less frequent compensation votes.

Executive Compensation

Key Numbers

• 18,283,903 — Common Stock shares outstanding (As of September 26, 2025 Record Date)
• 266,005 — Series B Preferred Stock shares outstanding (As of September 26, 2025 Record Date)
• 18,948,916 — Total voting power (As of September 26, 2025 Record Date, including 665,013 votes from Series B Preferred)
• $75,000 — Annual retainer for non-executive directors (Paid to Messrs. Allen, Hodge, and Larkin for year ended June 30, 2025)
• $150,000 — One-time grant for newly appointed independent directors (Payable in restricted Common Stock, vesting over five years)
• 4 — Number of director nominees (To be elected at the Annual Meeting)

Key Players & Entities

• ReposiTrak, Inc. (company) — Registrant
• Randall K. Fields (person) — Chairman, President, and Chief Executive Officer
• Robert W. Allen (person) — Independent Director
• Ronald C. Hodge (person) — Independent Director
• Peter J. Larkin (person) — Independent Director
• Haynie & Company (company) — Independent registered public accounting firm
• Securities and Exchange Commission (regulator) — Regulatory body
• Edward L. Clissold (person) — General Counsel and Corporate Secretary
• NYSE (regulator) — Stock exchange listing standards

FAQ

Industry Context

ReposiTrak operates in the supply chain and compliance management sector, providing solutions for food safety, compliance, and supply chain visibility. The industry is characterized by increasing regulatory scrutiny and a growing demand for technology to enhance traceability and reduce risk. Companies in this space often leverage data analytics and cloud-based platforms to serve a diverse client base across retail, foodservice, and manufacturing.

Regulatory Implications

As a company focused on compliance and safety, ReposiTrak is subject to various regulations impacting the food and retail industries. Changes in food safety laws, data privacy regulations (like CCPA or GDPR if applicable), and supply chain security mandates could directly affect the demand for its services and require ongoing adaptation of its offerings. Maintaining compliance with these evolving standards is crucial for its business model.

What Investors Should Do

1. Review the proposals for the 2025 Annual Meeting.
2. Vote your shares promptly.
3. Examine the Annual Report on Form 10-K for the year ended June 30, 2025.

Key Dates

• 2025-11-19: 2025 Annual Meeting of Shareholders — Shareholders will vote on director elections, Say-on-Pay, Say-on-Frequency, and auditor ratification.
• 2025-09-26: Record Date — Establishes the shareholders eligible to vote at the Annual Meeting.
• 2025-10-02: Mailing of Notice of Internet Availability of Proxy Materials — Informs shareholders about the Annual Meeting and how to access proxy materials and vote.
• 2026-06-30: Fiscal Year End — The period for which the independent auditor is appointed and financial statements are reported.

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 and director nominations. (This document is the proxy statement for ReposiTrak, Inc.'s annual meeting.)

Say-on-Pay

A non-binding shareholder vote on the compensation of the company's Named Executive Officers. (Shareholders will have an advisory vote on ReposiTrak's executive compensation.)

Say-on-Frequency

A non-binding shareholder vote to determine how often the Say-on-Pay vote should occur (e.g., every year, two years, or three years). (Shareholders will vote on whether to hold Say-on-Pay votes annually, every two years, or every three years.)

Record Date

A specific date set by the company to determine which shareholders are eligible to receive notice of and vote at a shareholder meeting. (September 26, 2025, is the Record Date for ReposiTrak's 2025 Annual Meeting.)

Common Stock

The basic form of ownership in a corporation, representing a claim on the company's assets and earnings. (ReposiTrak has 18,283,903 shares of Common Stock outstanding as of the Record Date.)

Series B Convertible Preferred Stock

A class of preferred stock that can be converted into a specified number of shares of common stock. (ReposiTrak has 266,005 shares of Series B Preferred Stock outstanding, which carry 2.5 votes per share.)

Broker Non-Vote

A vote that a broker holding shares in 'street name' cannot cast because the broker lacks discretionary voting authority and has not received instructions from the beneficial owner. (Broker non-votes will not affect the outcome of proposals at ReposiTrak's meeting, as they are not counted as votes cast.)

Year-Over-Year Comparison

This filing is a proxy statement for the 2025 Annual Meeting and does not contain comparative financial data from a previous proxy filing. The Annual Report for the year ended June 30, 2025, referenced in this proxy statement, would contain the year-over-year financial comparisons, but those specific details are not present in the provided text of the DEF 14A.

Key Financial Figures

• $0.01 — f record of our common stock, par value $0.01 per share (" Common Stock "), and/or Se
• $200 million — icer of businesses ranging in size from $200 million to $2.5 billion. Mr. Allen has over thi
• $2.5 billion — es ranging in size from $200 million to $2.5 billion. Mr. Allen has over thirty years of exp
• $160 million — ast Chair of Kid Peace International, a $160 million non-profit agency assisting children in
• $75,000 — d Larkin, receive an annual retainer of $75,000 for their service on the Board, which r
• $150,000 — o the Board receive a one-time grant of $150,000, payable in shares of the Company's res

Filing Documents

• trak20250926_def14a.htm (DEF 14A) — 406KB
• ec_sig.jpg (GRAPHIC) — 4KB
• logo.jpg (GRAPHIC) — 14KB
• px01.jpg (GRAPHIC) — 87KB
• px02.jpg (GRAPHIC) — 122KB
• rf_sig.jpg (GRAPHIC) — 3KB
• 0001437749-25-030353.txt ( ) — 1512KB
• trak-20250630.xsd (EX-101.SCH) — 5KB
• trak-20250630_def.xml (EX-101.DEF) — 3KB
• trak-20250630_lab.xml (EX-101.LAB) — 4KB
• trak-20250630_pre.xml (EX-101.PRE) — 2KB
• trak20250926_def14a_htm.xml (XML) — 107KB

From the Filing

trak20250926_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 Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the SEC Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material Pursuant to 14a-12 REPOSITRAK, 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 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 REPOSITRAK, INC. 5282 South Commerce Drive, Suite D292 Murray, Utah 84107 (435) 645-2000 October 2, 2025 Dear Fellow Shareholder: On behalf of the Board of Directors and management of ReposiTrak, Inc. (the " Company ", " we ", " us " and " our "), you are invited to attend the Company's 2025 Annual Meeting of Shareholders (the " Annual Meeting " or " Meeting "). The Meeting will be held at our corporate offices located at 5282 South Commerce Drive, Suite D292, Murray, Utah on November 19, 2025 at 9:00 A.M., Mountain Time. Details of the business to be conducted at the Annual Meeting are described in the Notice of Internet Availability of Proxy Materials (the " Notice ") you received in the mail, and in the accompanying proxy statement (the " Proxy Statement "). We have also made available a copy of our Annual Report on Form 10-K for the year ended June 30, 2025 (the " Annual Report ") with the Proxy Statement. We encourage you to read our Annual Report. It includes our audited financial statements and provides information about our business and services. As part of our efforts to conserve environmental resources and prevent unnecessary corporate expenses, we have elected to provide access to our proxy materials over the Internet, rather than mailing paper copies. Our management team believes that providing our proxy materials over the Internet increases the ability of our shareholders to access the information they need, while lowering the costs of our Annual Meeting and conserving natural resources. Your vote is important. Regardless of whether you plan to attend the Annual Meeting in person, please read the Proxy Statement and then vote by Internet, telephone or e-mail as promptly as possible. Please refer to the Notice for instructions on submitting your vote. Voting promptly will save us additional expense in soliciting proxies and will ensure that your shares are represented at the Annual Meeting. Our Board of Directors has unanimously approved the proposals set forth in the Proxy Statement and we recommend that you vote in favor of each such proposal. We look forward to seeing you at the Annual Meeting. Sincerely, RANDALL K. FIELDS Chairman and Chief Executive Officer NOTICE OF ANNUAL MEETING OF SHAREHOLDERS November 19, 2025 Date and Time November 19, 2025 at 9:00 A.M., Mountain Time. Place Our corporate offices, located at 5282 South Commerce Drive, Suite D292, Murray, Utah 84107. Items of Business 1. Election of the four director nominees named in the accompanying proxy statement (the " Proxy Statement "), each for a term of one year expiring at the Company's 2026 Annual Meeting of Shareholders or until their respective successors are duly elected and qualified; 2. Approval, on an advisory basis, the compensation paid to our Named Executive Officers as disclosed in this proxy statement (" Say-on-Pay "); 3. Approval, on an advisory basis, of the frequency of future Say-on-Pay votes (" Say-on-Frequency "); 4. Ratification of Haynie & Company as our independent registered public accounting firm for the fiscal year ending June 30, 2026; and 5. To transact other business that may properly come before the Company's 2025 annual meeting of shareholders (the " Annual Meeting " or, the " Meeting ") or any adjournments or postponements thereof. Adjournments and Postponements Any action on the items of business described above may be considered at the Annual Meeting at the time and on the date specified above or at any time and date to which the Annual Meeting may be properly adjourned or postponed. Record Date September 26, 2025 (the " Record Date "). Only holders of record of our common stock, par value $0.01 per share (" Common Stock "), and/or Series B Convertible Preferred Stock, par value $0.01 per share (" Series B Preferred "), as of the Record Date are entitled to notice of and to vote at the Annual Meeting. Meeting Admission You are invited to attend the Annual Meeting if you are a shareholder of record or a beneficial owner of shares of the Company's Common Stock or Series B Preferred as of the Rec

View Full Filing

View this DEF 14A filing on SEC EDGAR