OPTICAL CABLE CORP
For the period ended Mar 25, 2025. Filed Feb 28, 2025.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Mar 25, 2025 · Filed Feb 28, 2025
OCC$9.41+5.0%Stored close · as of Nov 6, 2026
Contents
PROXY SUMMARY
This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information you should consider. Please read the entire Proxy Statement carefully before voting.
| Annual Shareholders Meeting | Meeting Agenda | |||
|---|---|---|---|---|
| Date | March 25, 2025 | ● | Election of 5 directors | |
| Time Place Record date | 10:00 a.m. Eastern Time Green Ridge Recreation Center 7415 Wood Haven Road Roanoke, Virginia 24019 January 24, 2025 | ● | Approval of the Second Amendment (the “Second Amendment”) to the Optical Cable Corporation 2017 Stock Incentive Plan, as amended (the “2017 Plan” or the “2017 Stock Incentive Plan”), to reserve an additional 350,000 new Common Shares of the Company for issuance under the 2017 Plan, with no other modifications to the terms of the 2017 Plan | |
| Voting | Shareholders as of the record date are entitled to vote. Each share of common stock is entitled to one vote for each director nominee and one vote for each of the proposals to be voted on. | ● ● | Ratification of Crowe LLP as our independent registered public accounting firm for fiscal year 2025 Advisory vote on executive officer compensation | |
| ● | Advisory vote on the frequency of future advisory votes on executive compensation | |||
| ● | Transact other business that may properly come before the meeting | |||
| Voting Matters and Vote Recommendation | |||||||
|---|---|---|---|---|---|---|---|
| Item | Board recommendation | Reasons for recommendation | More information | ||||
| 1. | Election of 5 directors | FOR | The Board and the Nominating and Corporate Governance Committee believe that the 5 Board candidates possess the skills, experience, and diversity to effectively monitor performance, provide oversight, and advise management on the Company’s long-term strategy. | Page 6 | |||
| 2. | Approval of the Second Amendment to the 2017 Stock Incentive Plan to reserve an additional 350,000 new Common Shares of the Company for issuance under the 2017 Plan | FOR | The Board and Compensation Committee believe the use of stock incentives increases the personal financial interest that key employees and non-employee Directors have in the future success of the Company, aligning their interests with those of other shareholders and strengthening their desire to remain with the Company. The 2017 Plan has 50,904 Common Shares remaining available for issuance, and the Board and the Compensation Committee believe it is important to have a reasonable number of Common Shares available in the 2017 Plan in the event any future stock incentive grants are determined to be appropriate. If the Second Amendment is approved by the shareholders, this will be the first time new Common Shares have been authorized for issuance under the stock incentive plan of the Company since March 29, 2022. | Page 12 | |||
| 3. | Ratification of the selection of Crowe LLP as the Company's independent registered public accounting firm for fiscal year 2025 | FOR | Based on the Audit Committee’s assessment of Crowe LLP’s qualifications and performance, the Audit Committee believes that Crowe LLP’s retention for fiscal year 2025 is in the best interests of the Company. | Page 22 | |||
| 4. | Advisory vote on executive compensation | FOR | The Company's executive compensation programs demonstrate the Company's pay for performance philosophy. | Page 22 | |||
| 5. | Advisory vote on frequency of future advisory votes on executive compensation | FOR | The Board believes that an annual advisory vote is the most effective frequency for seeking shareholder advisory votes on executive compensation. | Page 22 | |||
Company Management Profile
See Page 6–* “Election of Directors” and Page 24*–* “Executive Officers” for more information.*
The following table provides summary information about each director and each director nominee. Each director is elected annually by a plurality of votes cast.
| Name | Director | Board | Committee memberships | Up for re- election at current Annual |
|---|---|---|---|---|
| Occupation · Age · Since · Independent · AC · CC · NCGC · Meeting | ||||
| Neil D. Wilkin, Jr. | 61 | 2001 | No | Yes |
| Chairman of the Board, | ||||
| President and CEO, Optical Cable Corporation | ||||
| Randall H. Frazier | 73 | 1996 | Yes | Yes |
| President, | ||||
| River Acceptance, LLC | ||||
| John M. Holland | 79 | 1996 | Yes | Yes |
| Principal and Founder, | ||||
| Holland Technical Services & President, Equine Welfare Alliance | ||||
| John A. Nygren | 76 | 2016 | Yes | Yes |
| Retired, former President and CEO, ChemTreat, Inc. | ||||
| Craig H. Weber | 65 | 2002 | Yes | Yes |
| Retired, former CEO and President, Home Care | ||||
| Delivered, Inc. | ||||
| AC | Audit Committee | Chair |
|---|---|---|
| CC | Compensation Committee | Member |
| NCGC | Nominating and Corporate Governance Committee | Financial Expert |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.