OPTICAL CABLE CORP
For the period ended Mar 31, 2026. Filed Feb 27, 2026.
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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.
Mar 31, 2026 · Filed Feb 27, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material under Rule 14a-12 |
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(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 |
5290 CONCOURSE DRIVE
ROANOKE, VIRGINIA 24019
February 27, 2026
Dear Shareholder:
You are cordially invited to attend the annual meeting of shareholders of Optical Cable Corporation (the “Company” or “OCC®”), to be held on Tuesday, March 31, 2026, at 10:00 a.m. local time at the Green Ridge Recreation Center, 7415 Wood Haven Road, Roanoke, Virginia.
At the annual meeting of shareholders, you are being asked to do the following:
| (1) | elect the Company’s board of directors from the slate of directors nominated in accordance with the Company’s bylaws to serve until the next annual meeting of shareholders; |
| (2) | ratify the appointment of Crowe LLP as the independent registered public accounting firm for the Company for fiscal year 2026; and |
| (3) | approve, on a non-binding advisory basis, the compensation paid to our named executive officers. |
We also will be pleased to report on the affairs of the Company.
Whether or not you are able to attend, it is important that your shares be represented and voted at this meeting. Submitting the proxy before the annual meeting will not preclude you from voting in person at the annual meeting if you should decide to attend. Your prompt response would be greatly appreciated.
Sincerely,
Neil D. Wilkin, Jr.
Chairman of the Board of Directors,
President and Chief Executive Officer
YOUR VOTE IS IMPORTANT
Even if you plan to attend the meeting, please make sure to vote. You may vote by one of the following methods: (1) completing, signing and returning promptly the enclosed proxy in the envelope provided; (2) going online tohttp://www.proxyvote.com, as appropriate, and following the online instructions or (3) in person if you so desire even if you have previously sent in your proxy or voted online. Please note that the method by which you vote last will be the vote the Company counts.
Notice of Annual Meeting of Shareholders
March 31, 2026
TO THE SHAREHOLDERS:
NOTICE IS HEREBY GIVEN that the annual meeting of shareholders of Optical Cable Corporation, a Virginia corporation (the “Company” or “OCC®”), is scheduled to be held on Tuesday, March 31, 2026 at 10:00 a.m. local time at the Green Ridge Recreation Center, 7415 Wood Haven Road, Roanoke, Virginia for the following purposes:
| 1. | to elect five directors from the slate of directors nominated in accordance with the Company’s bylaws to serve until the next annual meeting of shareholders and until their successors are duly elected and qualified; |
| 2. | to ratify the appointment of Crowe LLP as the independent registered public accounting firm for the Company for fiscal year 2026; |
| 3. | to approve, on a non-binding advisory basis, the compensation paid to our named executive officers; and |
| 4. | to transact such other business as may properly come before the meeting and any adjournment thereof. |
Only shareholders of record at the close of business on January 23, 2026, are entitled to notice of and to vote at the annual meeting and any adjournment thereof. All shareholders are cordially invited to attend the annual meeting in person. However, to assure your representation at the meeting, you are urged to vote by completing, signing and dating the enclosed form of proxy and returning it promptly in the envelope provided or by voting online. Shareholders attending the meeting may revoke their proxy and vote in person.
FOR THE BOARD OF DIRECTORS
Tracy G. Smith
Corporate Secretary
Roanoke, Virginia
TABLE OF CONTENTS
| PROXY SUMMARY | 1 |
|---|---|
| PROXY STATEMENT | 3 |
| Proxy Solicitation | 3 |
| Revocability and Voting of Proxy | 3 |
| Record Date, Voting Procedures, Quorum, Abstentions, and Broker Voting | 4 |
| PROPOSAL NO. 1 ELECTION OF DIRECTORS | 5 |
| Code of Ethics | 7 |
| Equity Ownership and Retention Policy for Non-employee Directors | 7 |
| Meetings of the Board of Directors and Committees | 7 |
| Board Leadership Structure and Lead Director | 9 |
| The Board of Director’s Role in Risk Oversight | 9 |
| PROPOSAL NO. 2 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2026 | 10 |
| PROPOSAL NO. 3 NON-BINDING SHAREHOLDER ADVISORY VOTE ON EXECUTIVE COMPENSATION | 10 |
| BENEFICIAL OWNERSHIP OF SECURITIES | 11 |
| EXECUTIVE OFFICERS | 12 |
| DIRECTOR COMPENSATION | 13 |
| Overview | 13 |
| Methodology of Determining Non-Employee Director Compensation | 13 |
| Compensation of Directors | 15 |
| Non-Employee Director Compensation Table | 15 |
| EXECUTIVE COMPENSATION | 16 |
| Overview | 16 |
| Compensation Philosophy and Strategy | 16 |
| Compensation Committee Role | 16 |
| Compensation Philosophy | 17 |
| Compensation Strategy | 17 |
| Say on Pay Results and Considerations | 19 |
| Criteria for Compensation Levels | 19 |
| Methodology of Determining Executive Compensation | 19 |
| Clawback Policy | 21 |
| Compensation of Executive Officers | 21 |
| Base Salary | 21 |
|---|---|
| Annual Short-term Incentive Opportunity | 21 |
| Long-term Equity Incentive Compensation | 22 |
| Summary Compensation Table | 22 |
| Stock Option Grants | 23 |
| Outstanding Equity Awards Table at Fiscal Year End | 23 |
| Stock Option Exercises | 23 |
| Summary of Equity Compensation Plans | 23 |
| Equity Compensation Plan Information | 24 |
| Equity Ownership and Retention Policy for the Leadership Team | 24 |
| Pay versus Performance | 25 |
| Relationship Between Compensation Actually Paid and Company Performance | 26 |
| Employment Agreements | 27 |
| Section 162(m) of the Internal Revenue Code | 28 |
| REPORT OF THE AUDIT COMMITTEE | 28 |
| INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 30 |
| Principal Accounting Fees | 30 |
| Audit Committee Pre-Approval of Audit and Permissible Non-audit Services of Independent Registered Public Accounting Firm | 30 |
| CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS | 30 |
| OTHER MATTERS | 30 |
| ENVIRONMENTAL, SOCIAL AND GOVERNANCE MATTERS | 31 |
| NOMINATIONS AND PROPOSALS BY SHAREHOLDERS FOR 2027 ANNUAL MEETING | 31 |
| Proposals for Inclusion in the Company’s Proxy Statement | 32 |
| Nominations and Proposals not Included in the Company’s Proxy Statement but Intended to be Brought Before the Company’s Annual Meeting | 32 |
| FURTHER INFORMATION | 33 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.