BEL FUSE INC /NJ
For the period ended May 26, 2026. Filed Apr 10, 2026.
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.
May 26, 2026 · Filed Apr 10, 2026
Contents
PROPONENT’S SUPPORTING STATEMENT
Bel Fuse currently maintains a dual-class structure in which:
| ● | Class A Common Stock carries one vote per share but trades at a persistent and material discount to Class B shares. |
| ● | Class B Common Stock generally carries no voting rights, but holders are entitled to dividends at least 5% higher than those paid on Class A shares. |
As of December 8, 2025, Class A shares traded at an approximately $22 discount per share relative to Class B shares. This disparity reflects a continuing inefficiency in the Company’s capital structure.
Allowing holders of Class A shares to voluntarily convert into Class B shares would:
| ● | Reduce or eliminate the trading discount of Class A shares, unlocking immediate value for Class A holders. |
| ● | Align economic rights more effectively by letting investors choose between voting power and enhanced dividends. |
| ● | Promote equitable treatment of all shareholders, as both classes represent the same underlying economic interest. |
| ● | Enhance market efficiency and liquidity, consistent with practices at other companies that have adopted optional conversion rights. |
Importantly, this proposal does not eliminate Class A voting rights; it simply provides shareholders with the choice to convert if they wish. This proposal affords the Board flexibility to design a conversion right that, among other things, does not risk the number of outstanding shares of Class A falling below 10% of the outstanding common shares and respects existing charter protections applicable to the classes.
We believe this optional conversion right represents a low-cost, governance-neutral reform that addresses a clear and ongoing market inefficiency.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.