Byrna Technologies Shareholders Approve Board, Auditor and Executive Pay Proposals

Byrna Technologies (NASDAQ:BYRN) held its 2026 annual meeting of stockholders on Sept. 25, with shareholders preliminarily approving all proposals presented, including the election of eight board nominees, the ratification of EisnerAmper LLP as the company’s auditor, and an advisory vote on 2025 executive compensation.

Conn Davis, Byrna’s president and chief executive officer, chaired the virtual meeting. The company reported that 23,404,754 common shares were outstanding and eligible to vote as of the Aug. 18 record date. Inspector of Elections Jenna Bentley said that 7,801,585 shares were needed for a quorum and that substantially more than that amount was represented in person or by proxy.

Board Election and Other Proposals

Stockholders were asked to elect eight board nominees to serve until the 2027 annual meeting or until their successors are elected and qualified. The nominees were Davis, Len Elmore, Herbert Hughes, TJ Kennedy, Rose Lopez Keravuori, Matthew McBrady, Ph.D., Chris Lavern Reed and Adam Roth.

Under the company’s voting requirements, each director nominee needed to receive more votes cast “for” than “against” to be elected. Abstentions and broker non-votes did not count as votes for or against director nominees.

Shareholders also considered two additional proposals:

  • Ratification of EisnerAmper LLP as Byrna’s independent registered public accounting firm for the fiscal year ending Nov. 30, 2026.
  • A non-binding advisory vote approving the compensation of Byrna’s named executive officers for 2025.

Davis said the preliminary vote count indicated that each proposal received the required approval. Byrna said it expects to report final voting results in a Current Report on Form 8-K filed with the Securities and Exchange Commission within four business days of the meeting.

Board Refreshment Question

During the shareholder question portion of the meeting, Byrna was asked how it is preserving continuity and institutional knowledge after adding four new independent directors over the past 18 months.

Davis said the company’s strategy is evolving and that Byrna added directors to ensure the board’s experience aligns with the company’s strategic evolution and perceived business opportunities.

“The new directors have brought us fresh perspectives and have contributed meaningfully to the boardroom dialogue on those topics,” Davis said.

He added that the company approaches board refreshment carefully in order to preserve institutional knowledge and continuity, and said Byrna had attracted a “talented and hardworking” director group.

Following the preliminary voting announcement, Davis adjourned the annual meeting.

About Byrna Technologies (NASDAQ:BYRN)

Byrna Technologies Inc is a developer and manufacturer of non-lethal personal security products. The company’s portfolio is centered on compact, handheld launchers designed to provide an alternative to conventional firearms for personal protection, security, and law-enforcement applications.

Byrna’s products include its CO2-powered launchers, chemical irritant projectiles, kinetic rounds, training ammunition, holsters, optics, and other accessories. Its chemical projectiles are designed to disperse irritants such as pepper and tear gas, while kinetic rounds are intended for less-lethal impact applications.