LGL GROUP INC

For the period ended May 12, 2026. Filed Apr 2, 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.

May 12, 2026 · Filed Apr 2, 2026

LGL$6.63+1.2%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

(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

2026

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT

2525 Shader Road

Orlando, Florida 32804

NOTICE OF THE 2026 ANNUAL MEETING OF STOCKHOLDERS****TO BE HELD ON MAY 12, 2026

April 2, 2026

To the Stockholders of The LGL Group, Inc.:

The 2026 Annual Meeting of Stockholders (the "Annual Meeting") of The LGL Group, Inc., a Delaware corporation ("LGL," "LGL Group," the "Company," "we," "our," or "us"), will be held on Tuesday, May 12, 2026, at 8:30 a.m. Eastern Time, at the Harvard Club of New York City, 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 six (6) Director Nominees of the Company, five (5) of whom are currently independent, to serve until the 2027 Annual Meeting of Stockholders and until their successors are duly elected and qualified;

2.	To approve the redomestication of LGL Group from Delaware to Nevada by conversion;

3.	To vote on a non-binding advisory resolution to approve the compensation of the Company's Named Executive Officers;

4.	To hold a non-binding advisory vote to determine the frequency with which the Company's stockholders shall be entitled to vote on a non-binding advisory resolution to approve the compensation of the Company's Named Executive Officers;

5.	To vote on the approval of the Amended and Restated The LGL Group, Inc. 2021 Incentive Plan;

6.	To ratify the appointment of PKF O'Connor Davies, LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026; and

7.	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 March 31, 2026 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 LGL Group's 2025 Annual Report on Form 10-K will be available on or about April 2, 2026.

**Your vote is extremely important, regardless of the number of shares that you own.**Whether or not you plan to attend the Annual Meeting in person, 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/ Marc Gabelli

Marc Gabelli

Chairman of the Board

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be Held on May 12, 2026. The Notice of the 2026 Annual Meeting of Stockholders and Proxy Statement, as well as LGL Group's Annual Report on Form 10-K for the fiscal year ending December 31, 2025 (the "2025 Annual Report"), are available at www.lglgroup.com/annual-reports-and-proxy-statements. 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 2025 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.