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M-tron Industries, Inc.

For the period ended Jun 11, 2025. Filed Apr 30, 2025.

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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.

Jun 11, 2025 · Filed Apr 30, 2025

MPTI$60.34+5.3%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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 Commission Only (as permitted by Rule 14a-6(e)(2))
☒Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material Pursuant to §240.14a-12

M-tron Industries, 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 all boxes that apply):

☒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.

M-tron Industries, Inc.

2525 Shader Road

Orlando, Florida 32804

NOTICE OF THE 2025 ANNUAL MEETING OF STOCKHOLDERS****TO BE HELD ON JUNE 10, 2025

April 30, 2025

To the Stockholders of M-tron Industries, Inc.:

The 2025 Annual Meeting of Stockholders (the "Annual Meeting") of M-tron Industries, Inc., a Delaware corporation ("Mtron," the "Company," "we," "our," or "us"), will be held on Tuesday, June 10, 2025, at 10:00 a.m. Eastern Time, at the Harvard Club, located at 35 West 44th Street, New York, New York 10036, for the following purposes, as more fully described in the accompanying Proxy Statement:

1.To elect seven (7) Director Nominees to serve until the 2026 Annual Meeting of Stockholders;
2.To approve, on an advisory basis, the compensation of the Company's Named Executive Officers;
3.To ratify the appointment of PKF O’Connor Davies, LLP as our independent registered public accounting firm for the year ending December 31, 2025; and
4.To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

Only stockholders of record at the close of business on April 15, 2025 are entitled to receive notice of, and to vote at, the Annual Meeting. You will be able to vote and submit your questions during the Annual Meeting. Prior to the Annual Meeting, you will be able to vote atwww.proxyvote.com.

This Proxy Statement, the accompanying Notice of Annual Meeting of Stockholders, proxy card or a voting instruction card, and Mtron's 2024 Annual Report on Form 10-K will be made available to stockholders on or about April 30, 2025.

**Your vote is extremely important, regardless of the number of shares that you own.**Whether or not you plan to attend the Annual Meeting, we ask that you promptly sign, date and return the enclosed proxy card or voting instruction card in the envelope provided, or submit your proxy by telephone or over the Internet (if those options are available to you) in accordance with the instructions on the enclosed proxy card or voting instruction card.

By Order of the Board of Directors,

/s/ Bel Lazar

Bel Lazar

Chairman of the Board

Important Notice Regarding the Availability of Proxy Materials for the M-tron Industries, Inc. Annual Meeting of Stockholders to be Held on June 10, 2025: The Notice of the 2025 Annual Meeting of Stockholders and Proxy Statement, as well as Mtron's Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the "2024 Annual Report"), are available at ir.mtron.com/financials/proxy. You may obtain instructions on how to attend the Annual Meeting by calling (407) 587-2274. References in either document to our website are for the convenience of readers, and information available at or through the website is not a part of, nor is it incorporated by reference in, the Proxy Statement or 2024 Annual Report.

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.