STANDEX INTERNATIONAL CORPDE

The Compensation Committee recommended, and our Board has approved, subject to shareholder approval, an amendment to the Amended and Restated 2018 Omnibus Incentive Plan (“OIP”). The amendment to the OIP would increase the number of shares authorized for grants under the OIP by 450,000 to 1,350,000 shares of our Common Stock. A copy of the OIP, as amended, is attached as “Appendix A” to this Proxy Statement. This is the second time we have requested approval to increase the number of shares authorized for issuance under the OIP. The first time we requested approval was in 2021, when we requested and received approval to increase the number of shares authorized for issuance to 900,000 shares of our Common Stock.

Our Board recommends that shareholders approve the amendment to the OIP because it will allow the Company to successfully attract and retain the best possible candidates. We previously believed that the additional 400,000 authorized shares in 2021 would be sufficient to cover our anticipated needs for a period of five years. However, we now believe that the currently authorized shares will be sufficient for anticipated grants during FY 2025, but will likely not be sufficient for grants in FY 2026. For these reasons, the Board recommends that shareholders approve an amendment to the OIP to increase the number of shares of Common Stock authorized for future awards to be granted under the OIP.

As of June 30, 2024, the number of shares of Common Stock that remained available for future grants was 242,954. If this proposal is approved, the combined 692,954 shares available under the OIP would represent approximately 6% of fully diluted Common Stock outstanding as of June 30, 2024. As of this filing, an additional 55,734 shares of stock have been granted as part of the FY25 annual grants under the OIP, leaving a combined 637,220 shares of stock available, if the amendment is approved. The Board believes that this number of shares represents a reasonable amount of potential equity dilution in light of the purposes of the OIP, as described below. If the amendment to the OIP is approved and we issue awards in amounts consistent with the three-year average burn rate described below, it is anticipated that the available shares will meet our needs for approximately four to five years. Assuming shareholders approve this proposal, we will file a Registration Statement on Form S-8 to register the additional Common Stock available for issuance.

2024 Proxy Statement ** 17**