VirTra Sets Oct 14 Annual Meeting to Elect Directors, Ratify Auditor
Ticker: VTSI · Form: DEF 14A · Filed: Aug 26, 2025 · CIK: 1085243
| Field | Detail |
|---|---|
| Company | Virtra, Inc (VTSI) |
| Form Type | DEF 14A |
| Filed Date | Aug 26, 2025 |
| Risk Level | low |
| Pages | 17 |
| Reading Time | 20 min |
| Key Dollar Amounts | $0.0001 |
| Sentiment | neutral |
Sentiment: neutral
Topics: Proxy Statement, Corporate Governance, Director Election, Auditor Ratification, Annual Meeting, Shareholder Vote, DEF 14A, Virtual Meeting
Related Tickers: VTSI
TL;DR
**VTSI's upcoming annual meeting is a standard governance affair; expect no major surprises, just board elections and auditor ratification.**
AI Summary
VirTra, Inc. (VTSI) is holding its Annual Meeting of Stockholders on October 14, 2025, to elect five directors and ratify Haynie & Company as its independent registered public accounting firm for the fiscal year ending December 31, 2025. As of the August 18, 2025 record date, there were 11,268,212 shares of common stock outstanding, each entitled to one vote. The Board of Directors recommends voting FOR all director nominees and FOR the ratification of Haynie & Company. The company is utilizing a Notice and Access method for proxy materials, directing stockholders to www.iproxydirect.com/VTSI for electronic access. No other stockholder proposals have been timely submitted for the meeting. The meeting will be held virtually at https://edge.media-server.com/mmc/go/VTSI2025AGM, requiring a 12-digit control number for access. This DEF 14A filing does not contain specific financial figures for revenue or net income, nor does it detail key business changes or strategic outlook beyond the standard annual meeting proposals.
Why It Matters
This DEF 14A filing outlines the critical governance decisions for VirTra, Inc., impacting investor confidence through board composition and financial oversight. The election of five directors will shape the company's strategic direction and accountability, directly influencing future performance and shareholder value. Ratifying Haynie & Company as the auditor ensures continued independent financial scrutiny, which is vital for maintaining transparency and trust among investors and regulators. In the competitive simulation and training market, strong governance is paramount for VirTra to execute its strategy effectively and maintain its market position.
Risk Assessment
Risk Level: low — The DEF 14A filing primarily concerns routine corporate governance matters: the election of five directors and the ratification of the independent auditor, Haynie & Company, for fiscal year 2025. There are no indications of contentious proposals, significant changes in corporate structure, or unusual financial disclosures that would suggest a higher risk level. The 11,268,212 outstanding shares of common stock and the standard quorum requirement of one-third of voting power reflect normal operational parameters.
Analyst Insight
Investors should review the director nominees' backgrounds to ensure alignment with their investment thesis and vote accordingly. While the auditor ratification is typically routine, it's an opportunity to confirm the independence and reputation of Haynie & Company. Submit your proxy by October 13, 2025, to ensure your vote is counted.
Key Numbers
- 11,268,212 — Outstanding shares of common stock (As of the August 18, 2025 Record Date, each share entitled to one vote.)
- October 14, 2025 — Annual Meeting Date (Date when stockholders will vote on directors and auditor ratification.)
- August 18, 2025 — Record Date (Date for determining stockholders eligible to vote at the Annual Meeting.)
- 5 — Number of Directors (Number of directors to be elected to the Company's Board.)
- 1:30 p.m. local time (4:30 p.m. Eastern Time) — Annual Meeting Time (Scheduled start time for the virtual Annual Meeting.)
- 1/3 — Quorum Requirement (Fraction of voting power required to constitute a quorum at the Annual Meeting.)
Key Players & Entities
- VirTra, Inc. (company) — Registrant for DEF 14A filing
- Haynie & Company (company) — Independent registered public accounting firm for fiscal year ending December 31, 2025
- John F. Givens, II (person) — Chairman & Chief Executive Officer, designated proxy
- Alanna Boudreau (person) — Executive Officer, designated proxy
- SEC (regulator) — Securities and Exchange Commission
- NASDAQ (regulator) — The NASDAQ Stock Market
- $0.0001 (dollar_amount) — Par value per share of common stock
FAQ
What is the purpose of VirTra's 2025 Annual Meeting of Stockholders?
VirTra's 2025 Annual Meeting of Stockholders, scheduled for October 14, 2025, has two primary purposes: to elect five directors to the Company's Board and to ratify the appointment of Haynie & Company as the independent registered public accounting firm for the fiscal year ending December 31, 2025.
When is the record date for VirTra's 2025 Annual Meeting?
The record date for VirTra's 2025 Annual Meeting is August 18, 2025. Only stockholders who owned shares of VirTra common stock at the close of business on this date are entitled to notice of and to vote at the Annual Meeting.
How many shares of VirTra common stock were outstanding as of the record date?
As of the close of business on the record date, August 18, 2025, VirTra, Inc. had 11,268,212 shares of common stock outstanding. Each of these shares is entitled to one vote on all matters submitted to a stockholder vote.
How does VirTra's Board of Directors recommend stockholders vote on the proposals?
VirTra's Board of Directors recommends that stockholders vote FOR the election of each of the five nominees to the Board of Directors and FOR the ratification of the appointment of Haynie & Company as the independent registered public accounting firm for the fiscal year ending December 31, 2025.
What is a 'broker non-vote' and how does it affect VirTra's Annual Meeting?
A 'broker non-vote' occurs when a broker holding shares in 'street name' for a customer cannot vote on a non-routine matter because the beneficial owner hasn't provided instructions and the broker lacks discretionary voting power. For VirTra's Annual Meeting, the election of directors (Proposal 1) is non-routine, so broker non-votes will not affect the outcome. The ratification of auditors (Proposal 2) is considered routine, allowing brokers to vote without specific instructions.
Where can VirTra stockholders access the proxy materials for the Annual Meeting?
VirTra stockholders can access electronic copies of the proxy materials, including the 2025 Proxy Statement and the Annual Report on Form 10-K for fiscal year 2024, online at www.iproxydirect.com/VTSI. This is part of the company's Notice and Access method of delivery.
Can VirTra stockholders change their vote after submitting a proxy?
Yes, VirTra stockholders can revoke their proxy and change their vote at any time before their proxy is voted at the Annual Meeting. This can be done by submitting a later-dated proxy card or internet vote, delivering a written notice of revocation, or by attending the virtual Annual Meeting and voting.
What is the quorum requirement for VirTra's Annual Meeting?
For VirTra's Annual Meeting, a quorum requires holders of common stock representing one-third of the voting power of the capital stock issued, outstanding, and entitled to vote as of the record date, to be present in person, virtually, or by proxy.
Will there be any other business considered at VirTra's Annual Meeting beyond the stated proposals?
According to VirTra's bylaws, a stockholder can present a proposal not included in the proxy statement only if proper written notice was received. No stockholder has given timely notice for any additional proposals, and the Board does not intend to present any other matters for a vote at the Annual Meeting.
How will VirTra announce the voting results of the Annual Meeting?
VirTra expects to announce preliminary voting results at the Annual Meeting. The final voting results will be published in a Current Report on Form 8-K filed with the SEC within four business days of the Annual Meeting, or a preliminary Form 8-K followed by an amendment with final results if needed.
Industry Context
VirTra operates in the simulation and training technology sector, providing virtual reality solutions for various industries, including law enforcement and military. The demand for advanced training solutions is driven by the need for realistic, cost-effective, and safe training environments. The industry is characterized by technological innovation and increasing adoption of VR/AR technologies for skill development.
Regulatory Implications
As a publicly traded company, VirTra is subject to SEC regulations regarding corporate governance, financial reporting, and proxy solicitations, as evidenced by this DEF 14A filing. Compliance with these regulations is crucial for maintaining investor confidence and market access.
What Investors Should Do
- Review Proxy Materials
- Attend the Virtual Annual Meeting
- Vote on Director Nominees
- Vote on Auditor Ratification
Key Dates
- 2025-10-14: Annual Meeting of Stockholders — Stockholders will vote on the election of directors and the ratification of the independent auditor.
- 2025-08-18: Record Date — Determines which stockholders are eligible to vote at the Annual Meeting.
Glossary
- DEF 14A
- A filing required by the U.S. Securities and Exchange Commission (SEC) that provides detailed information about a company's annual meeting of stockholders, including proxy solicitations. (This document is the primary source of information for the annual meeting proposals and related details.)
- Notice and Access
- A method where companies provide proxy materials to stockholders electronically via the internet, rather than mailing physical copies. (VirTra is using this method to distribute its proxy materials, directing stockholders to a website for access.)
- 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. (Establishes the pool of eligible voters for the October 14, 2025 Annual Meeting.)
- Quorum
- The minimum number of shares that must be represented at a meeting for business to be legally transacted. (A quorum is required for the Annual Meeting to be validly held and for votes to be counted.)
Year-Over-Year Comparison
This DEF 14A filing focuses on the upcoming annual meeting and does not contain comparative financial data or operational updates from a previous year's filing. Therefore, a comparison of key metrics like revenue growth or margin changes cannot be made based solely on this document. The primary focus is on corporate governance proposals and procedural information for the 2025 annual meeting.
Filing Stats: 4,957 words · 20 min read · ~17 pages · Grade level 10.7 · Accepted 2025-08-25 18:30:55
Key Financial Figures
- $0.0001 — 212 outstanding shares of common stock, $0.0001 par value per share (the "Common Stock"
Filing Documents
- formdef14a.htm (DEF 14A) — 458KB
- proxy_001.jpg (GRAPHIC) — 187KB
- proxy_002.jpg (GRAPHIC) — 195KB
- 0001641172-25-025433.txt ( ) — 1691KB
- vtsi-20241231.xsd (EX-101.SCH) — 3KB
- vtsi-20241231_def.xml (EX-101.DEF) — 5KB
- vtsi-20241231_lab.xml (EX-101.LAB) — 52KB
- vtsi-20241231_pre.xml (EX-101.PRE) — 41KB
- formdef14a_htm.xml (XML) — 2KB
EXECUTIVE COMPENSATION
EXECUTIVE COMPENSATION 15 PROPOSAL 2— RATIFICATION OF THE APPOINTMENT OF THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 19 REPORT OF THE AUDIT COMMITTEE 20
SECURITY OWNERSHIP
SECURITY OWNERSHIP 21 DELINQUENT SECTION 16(a) REPORTS 21 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 22 STOCKHOLDER PROPOSALS FOR THE 2025 ANNUAL MEETING 22 "HOUSEHOLDING" OF PROXY MATERIALS 24 OTHER MATTERS 24 VirTra, Inc. Proxy Statement – page 2 QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING What is the purpose of the Annual Meeting? At our Annual Meeting, holders of our voting stock will be asked to vote on the following proposals: 1. To elect five directors to the Company's Board to serve until the Company's 2025 annual meeting of stockholders or until their successors are elected and qualified; and 2. To ratify the appointment of Haynie & Company as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025; and 3. Such other business as may appropriately come before the Annual Meeting. Will any other business be considered at the Annual Meeting? Our bylaws provide that a stockholder may present a proposal at the Annual Meeting that is not included in this proxy statement only if proper written notice was received by us. No stockholder has given the timely notice required by our bylaws in order to present a proposal at the Annual Meeting. Our Board does not intend to present any other matters for a vote at the Annual Meeting. Who is entitled to attend and vote at the Annual Meeting? You may vote if you owned shares of our Common Stock as of the close of business on August 15, 2025, the Record Date for determining who is eligible to attend and vote (in-person, virtually or by proxy) at the Annual Meeting or any adjournments or postponements thereof, and your stock ownership is reflected in our record books. As of the close of business on the Record Date, our record book reflects that we had outstanding a total of 11,268,212 shares of Common Stock outstanding. Each share of our Common Stock is entitled to one vote. How many votes do I have? You have on