STANDEX INTERNATIONAL CORPDE

Item 4 Amendment to the Company’s By-Laws We are asking shareholders to approve an amendment to the Company’s Amended and Restated By-Laws that would allow the Board of Directors, in addition to the shareholders, to set the number of directors on the Board of Directors to a number within the prescribed range. Please see page 25 for more information. Our Board recommends a vote FOR this Item.

The Board has determined that it is in the shareholders’ best interests to allow the Board to also have the flexibility to set the number of directors within the prescribed range. As explained in greater detail under “By-Law Amendment” onpage 25, this flexibility would allow the Board to recruit more effectively, prevent a potential loss of viable candidates and allow for more effective transitions and knowledge transfers between incoming and outgoing directors.

Under the Company’s Amended and Restated By-Laws (the “By-Laws”), the Board of Directors shall be comprised of not less than seven directors, and not more than fifteen directors, with the number of directors within that range as set from time to time by the shareholders. As currently written, shareholders have the authority to set the number of directors on the Board within the prescribed range and the Board does not have the authority to appoint additional directors to the Board, as that would increase the number of directors on the Board and would violate the number of directors set by the shareholders.

As amended, the Board, in addition to the shareholders, would be able to set the number of directors within the prescribed range. Furthermore, the amendment provides that any director appointed to fill a vacancy created by the Board increasing the number of directors shall be submitted to a vote of the shareholders at the first annual meeting that occurs after their appointment.

Since the proposed amendment would amend Article III of the By-Laws, eighty percent of outstanding shares must be voted “FOR” the amendment in order to pass the amendment. Given the high bar, the Company recently engaged in a shareholder outreach campaign in order to proactively discuss the proposal with top shareholders and shareholder advisory groups and to obtain comments and feedback. The response from the shareholders and advisory groups was overwhelmingly positive, so the Company believes that this super-majority voting requirement can be met.

2024 Proxy Statement ** 9**

Item 5 Ratification of Appointment of Deloitte & Touche LLP as Independent Auditors We are asking shareholders to ratify the selection of Deloitte & Touche LLP as the independent auditors of our consolidated financial statements and our internal controls over financial reporting for FY 2025. Please see page 27 for more information. Our Board recommends a vote FOR this Item.

Audit

The Audit Committee has approved Deloitte & Touche LLP (“Deloitte”) to serve as our independent auditors for the 2025 fiscal year. Deloitte has served as the Company’s independent auditors since August 26, 2020. During this time, there have been no disagreements between the Company and Deloitte on any matter of accounting principles or practices, financial statement disclosures or auditing scope or procedure. Also, during this time, Deloitte’s reports on the Company’s financial statements did not contain any adverse opinion or a disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles.

The following are the aggregate audit and non-audit fees billed to Standex by Deloitte, the member firms of Deloitte Touche Tohmatsu, and their respective affiliates for FY 2023 and FY 2024. A full explanation of the types of fees and Deloitte’s role is contained in “Ratification of Independent Auditors” starting onpage 27.

Questions and Answers

Please see “Questions & Answers” starting on**page 83 **for important information about these proxy materials, voting, the 2024 Annual Meeting, Company documents, communication with the Board and the deadlines to submit shareholder proposals and Director nominees for the 2025 annual meeting of shareholders.