Here's a clear, beginner-friendly breakdown of BK Technologies' (BKTI) 2026 Proxy Statement (DEF 14A):

🗳️ What This Document Is

This is a proxy statement for BK Technologies' 2026 Annual Shareholder Meeting on June 18, 2026 (9:00 AM ET). It explains what shareholders will vote on and provides key information to help them decide. The meeting is virtual-only (attend at www.virtualshareholdermeeting.com/BKTI2026).

🗓️ Key Dates & Logistics

• Record Date (April 21, 2026): Shareholders owning stock on this date get to vote.
• Materials Available: Proxy materials available online starting ~April 27, 2026 (www.proxyvote.com).
• How to Vote: Vote in advance by Internet, phone, or mail or vote live during the virtual meeting. Voting early doesn't stop you from attending.

🎯 What Shareholders Are Voting On

1. Elect 7 Directors: Vote "FOR" or "WITHHOLD" for each nominee.
2. Ratify Auditors: Approve Cherry Bekaert LLP as the auditor for 2026. Vote "FOR", "AGAINST", or "ABSTAIN". (This is a "routine" item - brokers can vote if you don't).
3. Approve Executive Pay (Advisory): Vote "FOR", "AGAINST", or "ABSTAIN" on the "Say-on-Pay" proposal. (This is "non-routine" - brokers can't vote without your instructions).

👥 Meet the Director Nominees

The board recommends voting "FOR" all 7 nominees:

• Joshua S. Horowitz (Chairman): Investor (Palm Management), public board experience. (Major shareholder via Palm Global).
• R. Joseph Jackson (Vice-Chairman): Finance/Real Estate expert (Metrolina Capital).
• Charles T. Lanktree: Former CEO (Eggland's Best), operational leadership.
• E. Gray Payne: Retired Marine Major General, defense/government expertise.
• Lloyd R. Sams: Private equity/banking background.
• Bradley A. Stoddard (New Nominee): Director of Michigan's Public Safety Communications System. (Brings deep industry/customer perspective).
• John M. Suzuki: Current CEO & President since 2021, extensive land mobile radio industry experience.

Why it matters: The board combines financial expertise, operational leadership, industry knowledge (especially Stoddard), and shareholder perspective (Horowitz). Ellen O'Hara is not standing for re-election.

💰 Executive Compensation (Summary)

• CEO John Suzuki: Total 2025 compensation = $3.43M (Base: $392k, Option Awards: $2.8M, Non-Equity Incentive: $221k). Large option award tied to long-term share price targets.
• CFO Scott Malmanger: Total 2025 comp = $1.65M (Base: $287k, Option Awards: $1.25M, Non-Equity Incentive: $108k). Also received performance stock options.
• CTO Branko Avanic: Total 2025 comp = $368k (Base: $254k, Non-Equity Incentive: $101k). No major equity grant in 2025.
• Structure: Pay includes base salary, annual cash bonuses (based on company operating/net income & individual goals), and significant equity (stock options/RSUs) to align with long-term shareholder value. Performance stock options for CEO/CFO vest based on share price targets.

Why it matters: Executive pay is heavily weighted towards long-term incentives (stock options), aiming to reward executives only if the stock price increases significantly over time.

🏛️ Board & Governance Highlights

• Independence: Board is majority independent (Jackson, Lanktree, Payne, Sams, Stoddard). Horowitz & Suzuki are not independent.
• Committees: Audit, Compensation, Nominating & Governance. All committee members are independent.
• Meeting Attendance: All directors attended the 2025 annual meeting.
• Codes & Policies: Has Codes of Ethics, Insider Trading Policy (prohibits hedging/pledging/short sales by executives/directors).
• Stockholder Engagement: Encourages communication with the Board via Corporate Secretary.

👑 Director Compensation (2025)

• Annual Cash Retainer: $90,000 for all non-employee directors.
• Equity Grant (2025): Stock options valued at $50,000 per director (vest over 3 years).
• Total 2025 Comp: Each non-employee director received $140,000.

📊 Who Owns the Company? (As of April 21, 2026)

• Total Shares: 3,744,151
• Key 5%+ Holders:
  • Mikhail Stiskin & affiliates: 313,331 (8.4%)
  • AIGH Capital Management: 211,453 (5.6%)
  • The Vanguard Group: 191,085 (5.1%)
• Directors/Executives (as a group): Own 505,203 shares (13.5%).

🔮 What's Next & Why This Matters

• Vote: Shareholders need to decide on leadership (directors), oversight (auditors), and executive pay.
• Signals: The board refreshment (adding Stoddard) shows a focus on deepening industry/customer insight. The heavy use of performance-based stock options for the CEO/CFO signals a strong push for long-term share price growth. The virtual meeting format continues post-pandemic.
• Strengths (👍): Strong director expertise mix, significant insider/5%+ holder alignment (Horowitz/Stiskin), heavy executive pay tied to long-term stock performance.
• Risks (⚠️): CEO compensation is substantial, heavily reliant on hitting ambitious stock price targets. Company performance needs to justify this. The departure of director O'Hara may represent a loss of perspective.

🧠 The Analogy

Think of this like a homeowners' association (HOA) meeting. The proxy statement is the packet sent to all owners (shareholders) before the meeting. It tells you:

1. Who's running for the HOA board (director nominees).
2.  Who you're hiring to check the HOA's finances (auditors).
3.  How much the HOA manager (CEO) and staff are getting paid.
4. How many votes each owner has (shares owned).
5. How to vote if you can't attend the meeting itself (proxy voting). You need this info to decide who to elect, approve the auditor, and weigh in on the manager's pay before the big meeting.

🧩 Final Takeaway

BK Technologies is asking shareholders to elect a director slate (adding one with key industry experience), ratify its auditor, and approve its executive pay structure, which is heavily focused on long-term stock price growth through performance-based options, especially for the CEO. Your vote shapes the company's leadership and governance.