VIRCO MFG CORPORATION
For the period ended Jan 31, 2025. Filed May 6, 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.
Jan 31, 2025 · Filed May 6, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrantx 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))
x Definitive Proxy Statement
¨Definitive Additional Materials
¨Soliciting Material under Rule 14a-12
VIRCO MFG. CORPORATION
(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 the appropriate box):
x No fee required.
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Virco Mfg. Corporation
2027 Harpers Way
Torrance, California 90501
NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS
To Be Held on June 17, 2025
The 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Virco Mfg. Corporation, a Delaware corporation (the “Company”), will be held on Tuesday, June 17, 2025, at 10:00 a.m. Pacific Time for the following purposes:
| 1. | Election of two Class III directors to the Company’s Board of Directors. |
| 2. | Ratification of the appointment of Moss Adams LLP as the Company’s independent registered public accounting firm for the 2026 fiscal year. |
| 3. | Transact such other business as may properly come before the Annual Meeting. |
The Board of Directors recommends a vote FOR each of proposals 1 and 2. These items are more fully described in the attached Proxy Statement, which is made part of this notice.
Please note that the 2025 Annual Meeting of Stockholders will be held at our corporate headquarters located at 2027 Harpers Way, Torrance, CA 90501.
The Board of Directors has fixed the close of business on April 22, 2025 as the record date for the determination of stockholders entitled to notice of and to vote at the Annual Meeting and any adjournments and postponements thereof. To ensure that your vote is recorded promptly, please vote as soon as possible. Most stockholders have three options for submitting their vote: (1) via the Internet, (2) by phone or (3) by mail, using the proxy card included with this Notice. For further details, see your proxy card. If you have Internet access, we encourage you to record your vote on the Internet. It is convenient for you, and it also saves the Company postage and processing costs.
Based on New York Stock Exchange rules, without instructions from the beneficial owner, brokers are only permitted to vote on proposal 2 (ratification of accounting firm), as discussed in more detail in the Proxy Statement. Therefore, if your shares are held through a brokerage firm, bank or other nominee, they will not be voted on the election of directors, unless you provide voting instructions to your brokerage firm, bank or other nominee.
By Order of the Board of Directors
Bassey Yau, Secretary
Torrance, California
May 6, 2025
Important Notice Regarding the Internet Availability of Proxy Materials for the Annual Meeting of Stockholders to be Held on June 17, 2025. The Proxy Statement and our Annual Report for fiscal year ended January 31, 2025 are available at: www.edocumentview.com/VIRC
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.