SEC Form PRE 14A filed by LGL Group Inc.

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;

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.

By Order of the Board of Directors,

Marc Gabelli

Chairman of the Board

CORPORATE GOVERNANCE

EXECUTIVE COMPENSATION

Harvard Club of New York City

Lower Level Business Center

35 West 44th Street

New York, New York 10036

General Information

Executive Officers ^{^}

MARC GABELLI ⁽¹⁾

Executive Chairman

JASON D. LAMB ⁽²⁾

Chief Executive Officer

TIFFANY HAYDEN

Vice President

PATRICK HUVANE

Executive Vice President - Business Development

LINDA BILES

Vice President and Controller

^

As of March 16, 2026

⁽¹⁾

Mr. Gabelli served as Chief Executive Officer through January 4, 2026, at which time he transitioned to Executive Chairman

Proposal 1

Our stockholders are being asked to elect six (6) director nominees (each a "Director Nominee"). Each Director Nominee shall serve for a one-year term, until the next annual meeting of stockholders, or until his or her successor is duly elected and qualified, or until such person's earlier death, resignation or removal.

All Director Nominees were elected at the 2025 Annual Meeting. As part of the Board's determination to nominate these existing directors for reelection, the Board has determined that each of the Director Nominees have valuable experiences, skills and qualifications necessary to carry out their responsibilities effectively.

The Board and Nominating Committee has determined that each Director Nominee meets the qualification standards described below under "The LGL Group, Inc. Board of Directors - Director Nominations." Additionally, the Board believes that the experience, attributes, and skills of any single Director Nominee should not be viewed in isolation, but rather in the context of the experience, attributes, and skills that all Director Nominees bring to the Board as a whole, each of which contributes to an effective Board.

Vote Required

The election of directors at the Annual Meeting is an uncontested election. Each Director Nominee receiving a plurality of the affirmative ("FOR") votes cast will be elected. You may withhold votes from any or all nominees. Broker non-votes are not considered votes cast or shares entitled to vote with respect to such matter and therefore will have no effect on the outcomes of Proposal 1.

Mr. Aslansan currently serves as Co-President at SOL Investment Group (2021 to present), a software services investment management services provider. Previously, Mr. Aslansan served as Senior Advisor - Corporate Transformation Services at Alvarez and Marsal Holdings, LLC (2021 to 2025), a restructuring, advisory, and consulting services firm, Managing Director - Corporate Transformation Services at Alvarez and Marsal Holdings, LLC (2018 to 2021), and Co-Founder and Managing Director at Optimity Advisors (2009 - 2018), a global consulting services company for the media & entertainment, financial services, insurance, and healthcare industries.

Mr. Aslansan holds a Bachelor of Science in Management Information Systems from Rensselaer Polytechnic Institute.

Ms. DeRemer currently serves as Advisory Partner at Grail Partners LLC (2019 to present), an investment banking and merchant bank focused on the financial services industry. Previously, Ms. DeRemer served as Managing Partner at Grail Partners LLC (2005 to 2019). Ms. DeRemer also serves on the Board of Trustees of Syracuse University.

Ms. DeRemer holds a Bachelor of Science in Finance and Marketing and a Master of Business Administration from Syracuse University.

Mr. Francois currently serves as Managing Director - Private Wealth Management at Bergamot Asset Management (2025 to present), a wealth management firm; and Acquisition Manager of The DeRosa Group (2019 to present), a real estate investment firm. Previously, Mr. Francois served as Partner of H&H Real Estate Group (2018 to 2025), a real estate investment firm; Residential and Commercial Real Estate Investor of Innovative Realty Group, LLC (2017 to 2025), a real estate investment firm; Managing Director - Equity Research Analyst and Managing Director - Head of New York Sales of B. Riley Financial (2013 to 2017), a financial services company; Executive Director - Head of Sales of Mizuho Securities USA Inc. (2010 to 2013), an investment bank; and Head of Sales of Merriman Curhan Ford & Co (2003 to 2010), a provider of capital market advisory and research, corporate, and investment banking services. As an analyst, Mr. Francois covered a broad number of technology stocks and received 3rd place in the stock picking category in The Wall Street Journal's "Best Analyst on The Street" for 2002.

Mr. Francois holds a Bachelor of Arts in Economics and Philosophy from Boston College and a Master of Business Administration from Georgetown University.

Mr. Gabelli currently serves as Executive Chairman of the Board of The LGL Group, Inc. (2026 to present). Mr. Gabelli also serves in various executive roles across affiliated entities: Interim Chief Executive Officer of Alpha G Investment Management, Inc. (2024 to present; previously 2021 to 2023), a mutual fund manager; President and Managing Director, and Vice Chairman of GGCP, Inc. and subsidiaries (1999 to present and 1994 to present, respectively), a holding company with operating subsidiaries in a variety of sectors; President of Gabelli International Ltd. (1994 to present), a manager of hedge fund portfolios; and General Partner and Portfolio Manager of various affiliated Gabelli group portfolios. Previously, Mr. Gabelli served as Chief Executive Officer of The LGL Group, Inc. (2025 to 2026); Co-Chief Executive Officer of The LGL Group, Inc. (2022 to 2025); Chief Executive Officer of LGL Systems Acquisition Corp.; and President of Associated Capital Group, Inc. (2015 to 2016), an asset management firm.

Mr. Gabelli holds a Bachelor of Arts in Economics from Boston College, a Master of Liberal Arts in Government from Harvard University, and a Master of Business Administration from the Massachusetts Institute of Technology.

Mr. Kalha currently serves as Executive Officer of Gabelli Merger Plus+ Trust Plc (2023 to present), an investment company; Vice President of Teton Advisors, Inc. (2022 to present); Executive Vice President - Finance of PMV Consumer Acquisition Corp, Inc. (2020 to present); Managing Director of Horizon Research Advisors (2012 to present), an investment management and research services firm; and Chief Executive Officer of Horizon AMC (2008 to present), an investment management and consulting services firm. Previously, Mr. Kalha served as Chief Executive Officer and Director of Jeet Associates Private Limited (2006 to 2024), a New Delhi, India-based consulting firm providing business strategy, finance, and taxation advisory services; and Chartered Accountant at Arthur Andersen India Private Limited (1996 to 1999), a professional services firm.

Mr. Kalha holds a Bachelor of Arts with honors in Economics from the University of Delhi (India) and a Master of Business Administration from the Massachusetts Institute of Technology. Mr. Kalha is also a Chartered Accountant.

Vice Admiral Kilrain served as assistant to the Chairman of the Joint Chiefs of Staff (2021 to 2023); Commander of NATO Special Operations Headquarters at the Supreme Headquarters Allied Powers Europe (2016 to 2019); and Commander of Special Operations Command Pacific (2014 to 2016). He was commissioned in 1985 and completed Basic Underwater Demolition/SEAL training in 1986. As a Navy SEAL officer, Vice Admiral Kilrain received his first assignment to SEAL Team Two, where he served as assistant platoon commander and platoon commander until 1990. Additionally, he was selected for an exchange program with the German Navy Kampfschwimmer in Eckenförde, Germany. After serving numerous staff and command assignments, Kilrain assumed command of Naval Special Warfare Group Two (NSWG2) from 2009 to 2011.

Vice Admiral Kilrain is a graduate of Lehigh University and holds a Master of Science in National Resources Strategy and Management from the Industrial College of the Armed Forces. He is also a graduate from the Defense Language Institute where he studied German and Spanish.

Financial Expertise

Financial expertise assists our Board in overseeing our financial statements, capital structure, and internal controls.

CEO Experience

CEO experience brings leadership qualifications and skills that help our Board to advise, support, and oversee our management team, including executing our strategy to deliver long-term value.

Manufacturing Industry

Manufacturing industry experience brings a deep understanding of the factors affecting the industry, operations, and strategic goals.

Mergers and Acquisitions

Mergers and acquisitions experience assists our Board in identifying the correct target companies to grow our businesses.

Governance

Public company board experience provides insight into new and best practices which informs our corporate governance.

Manjit Kalha, Chair

Kaan Aslansan

Darlene DeRemer

Herve Francois

Manjit Kalha, Chair

Kaan Aslansan

Darlene DeRemer

Herve Francois

⁽¹⁾

Payable in four equal installments each quarter in arrears of service for the preceding quarter

⁽²⁾

Granted on [●] with a three-year vesting period

Proposal 2

Vote to Approve the Redomestication of LGL Group from Delaware to Nevada by Conversion

The Board has approved, and recommends that our stockholders approve, a proposal to redomesticate and convert the Company from a corporation organized under the laws of the State of Delaware (the "Delaware Corporation") to a corporation organized under the laws of the State of Nevada (the "Nevada Corporation"). The Board recommends that stockholders approve the redomestication of the Company and adopt the plan of conversion by which the redomestication will be effectuated (the "Plan of Conversion"), which is included as Annex A to this Proxy Statement and described in more detail below. We call the proposed redomestication of the Delaware Corporation in the form of a conversion into the Nevada Corporation the "Nevada Redomestication."

The Nevada Redomestication is expected to reduce the Company’s overall tax burden given the franchise taxes imposed on Delaware corporations. The Board also believes that the Nevada Redomestication will give the Company a greater measure of flexibility and simplicity in corporate governance than is currently available under Delaware law and will provide for greater protection for our directors and officers from unmeritorious lawsuits. The Nevada Redomestication will not result in any change in the Company’s business, operations, management, assets, liabilities or net worth.

Upon the completion of the Nevada Redomestication, the Company will become a Nevada corporation and will operate its business under its name "The LGL Group, Inc."

Accordingly, the Board believes that it is in the Company’s and stockholders’ best interests that the Company’s state of incorporation be changed from Delaware to Nevada.

Refer to the "Background on Redomestication from the State of Delaware to the State of Nevada" on page 16 for further information.

Vote Required

Proposal 2 requires stockholders to approve the Nevada Redomestication. It requires the affirmative vote ("FOR") of a majority of outstanding shares of common stock of LGL Group entitled to vote thereon. With respect to approval of the Nevada Redomestication, you may vote "FOR", "AGAINST" or "ABSTAIN."

The Delaware Bylaws requires the affirmative vote of a majority of the outstanding shares of the stock of the Company entitled to elect directors and effect their removal, but only for cause.

The Nevada Charter requires the affirmative vote of two-thirds of the outstanding shares of the stock of the Company entitled to elect directors and effect their removal, with or without cause. Under NRS § 78.335, directors can be removed with or without cause, unless the articles of incorporation or bylaws specifically require removal only for cause. The Nevada Charter provides that directors can be removed with or without cause.

The Nevada Charter provides that the Company will not be subject to the controlling interest provisions of NRS 78.378 to 78.3793, inclusive, or any successor statutes, relating to acquisitions of controlling interests in the Company.

The Delaware Bylaws provide that a proxy is valid for three years, unless the proxy provides for a longer period.

The Nevada Bylaws provide that a proxy is valid for six months, unless it is coupled with an interest or unless otherwise provided in the proxy, which duration may not exceed seven years.

The Delaware Bylaws provide that the holders of a majority of the Company’s shares of capital stock issued and outstanding and entitled to vote, shall constitute a quorum at all meetings of the stockholders for the transaction of business, except as otherwise provided by statute or by the Certificate of Incorporation.

The Nevada Bylaws provide that the holders of one-third of the Company’s stock issued, outstanding and entitled to vote, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business, except as otherwise provided by law, the Nevada Charter or the Nevada Bylaws. Consistent with the NRS, the Nevada Bylaws also provide that, except as otherwise provided by law, in the Nevada Charter or the Nevada Bylaws, that action by the stockholders on a matter other than the election of directors is approved if the number of votes cast in favor of the action exceeds the number of votes cast in opposition to the action.

Although the DGCL does not generally grant stockholders cumulative voting rights, a Delaware corporation may provide in its certificate of incorporation for cumulative voting in the election of directors.

The NRS also permits any Nevada corporation to provide in its articles of incorporation the right to cumulative voting in the election of directors as long as certain procedures are followed.

Under the DGCL, subject to the certificate or articles of incorporation and bylaws, vacancies on the board of directors, including those resulting from any increase in the authorized number of directors, may be filled by the affirmative vote of a majority of the remaining directors then in office, even if less than a quorum. Any director so appointed will hold office for the remainder of the term of the director no longer on the board.

Under the DGCL, the holders of a majority of shares of each class entitled to vote at an election of directors may vote to remove any director or the entire board without cause unless (i) the board is a classified board, in which case directors may be removed only for cause, or (ii) the corporation has cumulative voting, in which case, if less than the entire board is to be removed, no director may be removed without cause if the votes cast against his or her removal would be sufficient to elect him or her.

The NRS requires the vote of the holders of at least two-thirds of the shares or class or series of shares of the issued and outstanding stock entitled to vote at an election of directors in order to remove a director or all of the directors. The articles of incorporation may provide for a voting threshold higher than two-thirds, but not lower. Furthermore, the NRS does not make a distinction between removals for cause and removals without cause.

Under Delaware law, members of the board of directors or any committee designated by the board of directors are similarly entitled to rely in good faith upon the records of the corporation and upon such information, opinions, reports and statements presented to the corporation by corporate officers, employees, committees of the board of directors or other persons as to matters such member reasonably believes are within such other person’s professional or expert competence, provided that such other person has been selected with reasonable care by or on behalf of the corporation. Such appropriate reliance on records and other information protects directors from liability related to decisions made based on such records and other information.

Delaware law extends the statutory protection for reliance on such persons to corporate officers.

Nevada, like most jurisdictions, requires that directors and officers of Nevada corporations exercise their powers in good faith and with a view to the interests of the corporation, but, unlike some other jurisdictions, fiduciary duties of directors and officers are codified in the NRS. As a matter of law, directors and officers are presumed to act in good faith, on an informed basis and with a view to the interests of the corporation in making business decisions. In performing such duties, directors and officers may exercise their business judgment through reliance on information, opinions, reports, financial statements and other financial data prepared or presented by corporate directors, officers or employees who are reasonably believed to be reliable and competent. Reliance may also be extended to legal counsel, public accountants, advisors, bankers or other persons reasonably believed to be competent, and to the work of a committee (on which the particular director or officer does not serve) if the committee was established and empowered by the corporation’s board of directors, and if the committee’s work was within its designated authority and was about matters on which the committee was reasonably believed to merit confidence. However, directors and officers may not rely on such information, opinions, reports, books of account or similar statements if they have knowledge concerning the matter in question that would make such reliance unwarranted.

Nevada law extends the statutory protection for reliance on such persons to corporate officers.

Delaware law recognizes the business judgment rule, under which directors are presumed to act on an informed basis, in good faith and in the honest belief that their actions are in the best interests of the corporation. However, Delaware courts have developed extensive case law governing board conduct in takeover and change-of-control situations. In certain circumstances involving a sale or change of control of the corporation, Delaware courts have held that directors must focus on maximizing value for stockholders. As a result, Delaware law may require directors to seek or accept the highest value reasonably available for stockholders in such situations.

Delaware law does not contain a statutory list of corporate constituencies that directors may consider when making corporate decisions. Instead, fiduciary duties under Delaware law have largely been developed through judicial decisions. In certain circumstances, particularly when a sale of the company becomes inevitable, Delaware courts have interpreted directors’ fiduciary duties as requiring them to focus primarily on obtaining the highest value reasonably available for stockholders.

Delaware law does not expressly provide that directors may consider the interests of other constituencies in the same manner as Nevada law. Instead, the permissibility of defensive actions and other responses to takeover proposals is evaluated under standards developed through Delaware court decisions.

Nevada law provides directors with substantial discretion in making corporate decisions, including decisions relating to a change or potential change in control of the corporation. Director and officer actions taken in response to such circumstances are generally afforded the protection of the business judgment rule. However, if directors take action to resist a change or potential change in control that impedes the rights of stockholders to vote for or remove directors, the presumption of the business judgment rule will apply only if the directors have reasonable grounds to believe that a threat to corporate policy and effectiveness exists and the action taken is reasonable in relation to such threat.

In exercising their powers, including in response to a change or potential change in control, directors and officers of Nevada corporations may consider all relevant facts, circumstances, contingencies or constituencies. These may include, without limitation, the effects of the decision on employees, suppliers, creditors, customers, the economy of the state and nation, community and societal considerations, and the long-term as well as short-term interests of the corporation and its stockholders, including the possibility that these interests may be best served by the continued independence of the corporation.

Nevada law provides that directors and officers are not required to consider the interests of any particular constituency as a dominant factor in their decision-making. In addition, directors may resist a change or potential change in control if the board determines, after considering relevant facts and circumstances, that the change or potential change in control is opposed to or not in the best interests of the corporation.

The DGCL, by way of statutory provisions or permitted provisions in corporate charter documents, eliminate or limit the personal liability of directors and officers to the corporation or their stockholders for monetary damages for breach of a director’s fiduciary duty.

The DGCL precludes liability limitation for acts or omissions not in good faith or involving intentional misconduct and for paying dividends or repurchasing stock out of other than lawfully available funds.

The DGCL permits limitation of liability which applies to both directors and officers, though the NRS expressly also applies this limitation to liabilities owed to creditors of the corporation. Furthermore, under the NRS, it is not necessary to adopt provisions in the articles of incorporation limiting personal liability of directors or officers as this limitation is provided by statute.

Under Delaware law, the exculpation of officers is authorized only in connection with direct claims brought by stockholders, including class actions; however, the DGCL does not eliminate monetary liability of officers for breach of fiduciary duty arising out of claims brought by the corporation itself or for derivative claims brought by stockholders in the name of the corporation.

The NRS, by way of statutory provisions or permitted provisions in corporate charter documents, eliminate or limit the personal liability of directors and officers to the corporation or their stockholders for monetary damages for breach of a director’s fiduciary duty.

Under the NRS, unless a Nevada corporation's articles of incorporation provides for greater liability, a director or officer is not individually liable to the corporation or its stockholders or creditors for any damages as a result of any act or failure to act in their capacity as a director or officer unless: (a) the presumption established by Nevada's statutory business judgment rule has been rebutted; and (b) is proven that (1) the director’s or officer’s act or failure to act constituted a breach of his or her fiduciary duties as a director or officer and (2) that the breach of those duties involved intentional misconduct, fraud or a knowing violation of law. Under the NRS, the limitation on director and officer liability does not distinguish the duty of loyalty or transactions from which a director derives an improper personal benefit, but does, pursuant to NRS 78.300, impose limited personal liability on directors for distributions made in violation of NRS 78.288. Further, the NRS permits a corporation to renounce in its articles of incorporation any interest or expectancy to participate in specific or specified classes or categories of business opportunities.

The NRS permits limitation of liability which applies to both directors and officers, though the NRS expressly also applies this limitation to liabilities owed to creditors of the corporation. Furthermore, under the NRS, it is not necessary to adopt provisions in the articles of incorporation limiting personal liability of directors or officers as this limitation is provided by statute.

The DGCL permits corporations to indemnify directors, officers, employees and agents in similar circumstances.

In suits that are not brought by or in the right of the corporation, the DCGL permits a corporation to indemnify current and former directors, officers, employees and agents for attorneys’ fees and other expenses, judgments and amounts paid in settlement that the person actually and reasonably incurred in connection with the action, suit or proceeding. The person seeking indemnity may recover as long as he or she acted in good faith and believed his or her actions were either in the best interests of or not opposed to the best interests of the corporation.

In derivative suits, Delaware permits a corporation to indemnify its directors, officers, employees or agents for expenses that the person actually and reasonably incurred. A corporation may not indemnify a person if the person was adjudged to be liable to the corporation unless a court otherwise orders. No corporation may indemnify a party unless it decides that indemnification is proper.

Under the DGCL, the corporation through its stockholders, directors or independent legal counsel will determine whether the conduct of the person seeking indemnity conformed with the statutory provisions governing indemnity.

The DGCL also permits corporations to pay the expenses of officers and directors incurred in defending a civil or criminal action, suit or proceeding in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined that the director or officer is not entitled to be indemnified by the corporation.

The NRS permits corporations to indemnify directors, officers, employees and agents in similar circumstances.

In suits that are not brought by or in the right of the corporation, the NRS permits a corporation to indemnify current and former directors, officers, employees and agents for attorneys’ fees and other expenses, judgments and amounts paid in settlement that the person actually and reasonably incurred in connection with the action, suit or proceeding. The person seeking indemnity may recover as long as he or she acted in good faith and believed his or her actions were either in the best interests of or not opposed to the best interests of the corporation.

Additionally, under the NRS, the person seeking indemnity may also be indemnified if he or she is not liable for breach of his or her fiduciary duties. Similarly, with respect to a criminal proceeding, the person seeking indemnification must not have had any reasonable cause to believe his or her conduct was unlawful.

In derivative suits, Nevada permits a corporation to indemnify its directors, officers, employees or agents for expenses that the person actually and reasonably incurred. A corporation may not indemnify a person if the person was adjudged to be liable to the corporation unless a court otherwise orders. No corporation may indemnify a party unless it decides that indemnification is proper.

Under the NRS, the corporation through its stockholders, directors or independent counsel must determine that the indemnification is proper.

In addition, under the NRS, a corporation required to indemnify its directors, officers, employees or agents to the extent that the person is successful on the merits or otherwise in defense of any threatened, pending, or completed action, suit or proceeding, including any derivative suits, or any claim or other matter in any such action, suit or proceeding, against expenses actually and reasonably incurred by the person in connection with defending such action.

The NRS also permits corporations to pay the expenses of officers and directors incurred in defending a civil or criminal action, suit or proceeding in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined that the director or officer is not entitled to be indemnified by the corporation.

Under the NRS, the indemnification pursuant to the statutory mechanisms available under the NRS, as described above, does not exclude any other rights to which a person seeking indemnification or advancement of expenses may be entitled under the articles of incorporation or any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, but unless ordered by a court, indemnification may not be made to or on behalf of any director or officer finally adjudged by a court of competent jurisdiction, after exhaustion of any appeals taken therefrom, to be liable for intentional misconduct, fraud or a knowing violation of law, and such misconduct, fraud or violation was material to the cause of action.

The DGCL does not have a specific statute on the fairness of director compensation.

The DCGL provides that, unless the articles or certificate of incorporation provides otherwise, any action required or permitted to be taken at a meeting of the stockholders may be taken without a meeting if the holders of outstanding stock having at least the minimum number of votes that would be necessary to authorize or take the action at a meeting of stockholders consent to the action in writing. In addition, the DGCL requires the corporation to give prompt notice of the taking of corporate action without a meeting by less than unanimous written consent to those stockholders who did not consent in writing.

The NRS provides that, unless otherwise provided in the articles of incorporation or the bylaws of the corporation, any action required or permitted to be taken at a meeting of the stockholders may be taken without a meeting if, before or after the action, the holders of outstanding stock having at least the minimum number of votes that would be necessary to authorize or take the action at a meeting of stockholders consent to the action in writing. The NRS does not require the corporation to give prompt notice of the taking of corporation action without a meeting by less than unanimous written consistent to those stockholders who did not consent in writing.

Unless further restricted in the certificate of incorporation, the DGCL permits a corporation to declare and pay dividends out of either (i) surplus, or (ii) if no surplus exists, out of net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year (provided that the amount of capital of the corporation is not less than the aggregate amount of the capital represented by the issued and outstanding stock of all classes having a preference upon the distribution of assets). The DGCL defines surplus as the excess, at any time, of the net assets of a corporation over its stated capital. In addition, the DGCL provides that a corporation may redeem or repurchase its shares only when the capital of the corporation is not impaired and only if such redemption or repurchase would not cause any impairment of the capital of the corporation.

The NRS provides that no distribution (including dividends on, or redemption or purchases of, shares of capital stock or distributions of indebtedness) may be made if, after giving effect to such distribution, (i) the corporation would not be able to pay its debts as they become due in the usual course of business, or, (ii) except as otherwise specifically permitted by the articles of incorporation, the corporation’s total assets would be less than the sum of its total liabilities plus the amount that would be needed, if the corporation were to be dissolved immediately after the time of the distribution to satisfy the preferential rights of preferred stockholders upon dissolution. Directors may consider financial statements prepared on the basis of accounting practices that are reasonable in the circumstances, a fair valuation, including but not limited to unrealized appreciation and depreciation, and any other method that is reasonable in the circumstances.

Delaware law provides certain protections to stockholders in connection with certain business combinations.

Under Section 203 of the DGCL, certain "business combinations" with "interested stockholders" of the Company are subject to a three-year moratorium unless specified conditions are met. For purposes of Section 203, the term “business combination” is defined broadly to include (i) mergers with or caused by the interested stockholder; (ii) sales or other dispositions to the interested stockholder (except proportionately with the corporation’s other stockholders) of assets of the corporation or a subsidiary equal to 10% or more of the aggregate market value of either the corporation’s consolidated assets or its outstanding stock; (iii) the issuance or transfer by the corporation or a subsidiary of stock of the corporation or such subsidiary to the interested stockholder (except for transfers in a conversion or exchange or a pro rata distribution or certain other transactions, none of which increase the interested stockholder’s proportionate ownership of any class or series of the corporation’s or such subsidiary’s stock); or (iv) receipt by the interested stockholder (except proportionately as a stockholder), directly or indirectly, of any loans, advances, guarantees, pledges or other financial benefits provided by or through the corporation or a subsidiary.

The three-year moratorium imposed on business combinations by Section 203 of the DGCL does not apply if: (i) prior to the time on which such stockholder becomes an interested stockholder the board of directors approves either the business combination or the transaction which resulted in the person becoming an interested stockholder; (ii) the interested stockholder owns 85% of the corporation’s voting stock upon consummation of the transaction that made him, her or it an interested stockholder (excluding from the 85% calculation shares owned by directors who are also officers of the target corporation and shares held by employee stock plans that do not permit employees to decide confidentially whether to accept a tender or exchange offer); or (iii) at or after the time on which such stockholder becomes an interested stockholder, the board approves the business combination and it is also approved at a stockholder meeting by at least two-thirds (66-2/3%) of the outstanding voting stock not owned by the interested stockholder.

Companies are entitled to opt out of the business combination provisions of the DCGL.

Nevada law provides certain protections to stockholders in connection with certain business combinations.

The NRS imposes a maximum moratorium of two years on business combinations. However, NRS 78.411 to 78.444, inclusive, regulate combinations more stringently. First, an interested stockholder is defined as a beneficial owner of 10% or more of the voting power. Second, the two-year moratorium can be lifted only by advance approval of the combination or the transaction by which such person first becomes an interested stockholder by a corporation’s board of directors or unless the combination is approved by the board and 60% of the corporation’s voting power not beneficially owned by the interested stockholder, its affiliates and associates. Finally, after the two-year period, a combination remains prohibited unless (i) it is approved by the board of directors, the disinterested stockholders or a majority of the outstanding voting power not beneficially owned by the interested stockholder and its affiliates and associates or (ii) the interested stockholders satisfy certain fair value requirements. But note that these statutes do not apply to any combination of a corporation and an interested stockholder after the expiration of four years after the person first became an interested stockholder. The combinations statutes in Nevada apply only to a "resident domestic corporation" which is limited to Nevada corporations with 200 or more stockholders of record. As of the record date, the Company has more than 200 stockholders of record.

Companies are entitled to opt out of the business combination provisions of the NRS.

Under the NRS, a corporation can opt-out of the business combinations provisions of the NRS by including a provision expressly electing not to be governed by NRS 78.411 to 78.444, inclusive, within its original articles of incorporation or an amendment to the articles of incorporation. If the corporation is a "resident domestic corporation" when it adopts an amendment to its articles of incorporation expressly electing not to be governed by NRS 78.411 to 78.444, inclusive, the amendment must be approved by a majority of the outstanding voting power not then beneficially owned by interested stockholders or their affiliates and associates and the opt-out by such amendment would not be effective until 18 months after the vote of the stockholders to approve the amendment, and would not apply to any combination with a person who first became an interested stockholder on or before the effective date of the amendment.  The Nevada Charter does not include a provision expressly electing not to be governed by the business combination provisions of NRS 78.411 to 78.444, inclusive.

In addition to certain restrictions on business combinations with interested stockholders, Nevada law also protects the corporation and its stockholders from persons acquiring a "controlling interest" in a corporation. The provisions can be found in NRS 78.378 to 78.3793, inclusive.

Pursuant to NRS 78.379, any person who acquires a controlling interest in a corporation may not exercise voting rights on any control shares unless such voting rights are conferred by a majority vote of the disinterested stockholders of the issuing corporation at a special meeting of such stockholders held upon the request and at the expense of the acquiring person. NRS 78.3785 provides that a “controlling interest” means the ownership of outstanding voting shares of an issuing corporation sufficient to enable the acquiring person, individually or in association with others, directly or indirectly, to exercise (i) one fifth or more but less than one third, (ii) one third or more but less than a majority or (iii) a majority or more of the voting power of the issuing corporation in the election of directors, and once an acquirer crosses one of these thresholds, shares which it acquired in the transaction taking it over the threshold and within the 90 days immediately preceding the date when the acquiring person acquired or offered to acquire a controlling interest become “control shares” to which the voting restrictions described above apply. In the event that the control shares are accorded full voting rights and the acquiring person acquires control shares with a majority or more of all the voting power, any stockholder, other than the acquiring person, who does not vote in favor of authorizing voting rights for the control shares is entitled to demand payment for the fair value of such person’s shares, and the corporation must comply with the demand.

NRS 78.378(1) provides that the control share statutes of the NRS do not apply to any acquisition of a controlling interest in an issuing corporation if the articles of incorporation or bylaws of the corporation in effect on the 10th day following the acquisition of a controlling interest by the acquiring person provide that the provisions of those sections do not apply to the corporation or to an acquisition of a controlling interest specifically by types of existing or future stockholders, whether or not identified. In addition, NRS 78.3788 provides that the controlling interest statutes apply as of a particular date only to a corporation that has 200 or more stockholders of record, at least 100 of whom have addresses in Nevada appearing on the corporation’s stock ledger at all times during the 90 days immediately preceding that date, and which does business directly or indirectly in Nevada. NRS 78.378(2) provides that the corporation may impose stricter requirements if it so desires. Corporations are entitled to opt out of the above controlling interest provisions of the NRS.

Under the DGCL, unless the certificate of incorporation specifies a higher percentage, the stockholders of a corporation that is being acquired in a merger or selling substantially all of its assets must authorize such merger or sale of assets by vote of an absolute majority of outstanding shares entitled to vote. The corporation’s board of directors must also approve such transaction.

The DGCL does not require a stockholder vote of a constituent corporation in a merger (unless the corporation provides otherwise in its certificate of incorporation) if (i) the plan of merger does not amend the existing certificate of incorporation, (ii) each share of stock of such constituent corporation outstanding immediately before the effective date of the merger is an identical outstanding share after the effective date of merger and (iii) either no shares of the common stock of the surviving corporation and no shares, securities or obligations convertible into such stock are to be issued or delivered under the plan of merger, or the authorized unissued shares or treasury shares of the common stock of the surviving corporation to be issued or delivered under the plan of merger plus those initially issuable upon conversion of any other shares, securities or obligations to be issued or delivered under such plan do not exceed 20% of the shares of common stock of such constituent corporation outstanding immediately prior to the effective date of the merger.

Under the NRS, a merger or sale of all assets requires authorization by stockholders of the corporation being acquired or selling its assets by at least a majority of the voting power of the outstanding shares entitled to vote, as well as approval of such corporation’s board of directors. Although a substantial body of case law has been developed in Delaware as to what constitutes the "sale of substantially all of the assets" of a corporation, it is difficult to determine the point at which a sale of virtually all, but less than all, of a corporation’s assets would be considered a "sale of all of the assets" of the corporation for purposes of Nevada law. It is possible that many sales of less than all of the assets of a corporation requiring stockholder authorization under Delaware law would not require stockholder authorization under Nevada law.

The NRS does not require a stockholder vote of the surviving corporation in a merger under substantially similar circumstances.

In Delaware, dissenting stockholders of a corporation engaged in certain major corporate transactions are entitled to appraisal rights. Appraisal or dissenter’s rights permit a stockholder to receive cash generally equal to the fair value of the stockholder’s shares (as determined by agreement of the parties or by a court) in lieu of the consideration such stockholder would otherwise receive in any such transaction.

Under Section 262 of the DGCL, appraisal rights are generally available for the shares of any class or series of stock of a Delaware corporation in a merger, consolidation or conversion, provided that no appraisal rights are available with respect to shares of any class or series of stock if, at the record date for the meeting held to approve such transaction, such shares of stock, or depositary receipts in respect thereof, are either (i) listed on a national securities exchange or (ii) held of record by more than 2,000 holders, unless the stockholders receive in exchange for their shares anything other than shares of stock of the surviving or resulting corporation (or depositary receipts in respect thereof), or of any other corporation that is listed on a national securities exchange or held by more than 2,000 holders of record, cash in lieu of fractional shares or fractional depositary receipts described above or any combination of the foregoing.

In addition, Section 262 of the DGCL allows beneficial owners of shares to file a petition for appraisal without the need to name a nominee holding such shares on behalf of such owner as a nominal plaintiff and makes it easier than under Nevada law to withdraw from the appraisal process and accept the terms offered in the merger, consolidation or conversion. Under the DGCL, no appraisal rights are available to stockholders of the surviving or resulting corporation if the merger did not require their approval.

In Nevada, dissenting stockholders of a corporation engaged in certain major corporate transactions are entitled to appraisal rights. Appraisal or dissenter’s rights permit a stockholder to receive cash generally equal to the fair value of the stockholder’s shares (as determined by agreement of the parties or by a court) in lieu of the consideration such stockholder would otherwise receive in any such transaction.

Under the NRS, a stockholder is entitled to dissent from, and obtain payment for, the fair value of the stockholder’s shares in the event of (i) certain acquisitions of a controlling interest in the corporation, (ii) consummation of a plan of merger, if approval by the stockholders is required for the merger, regardless of whether the stockholder is entitled to vote on the merger or if the domestic corporation is a subsidiary and is merged with its parent, or if the domestic corporation is a constituent entity in a merger pursuant to NRS 92A.133, (iii) consummation of a plan of conversion to which the corporation is a party, (iv) consummation of a plan of exchange in which the corporation is a party, (v) any corporate action taken pursuant to a vote of the stockholders, if the articles of incorporation, bylaws or a resolution of the board of directors provides that voting or nonvoting stockholders are entitled to dissent and obtain payment for their shares, or (vi) any corporate action to which the stockholder would be obligated, as a result of the corporate action, to accept money or scrip rather than receive a fraction of a share in exchange for the cancellation of all the stockholder’s outstanding shares, except where the stockholder would not be entitled to receive such payment pursuant to NRS 78.205, 78.2055 or 78.207.

Holders of covered securities (generally those that are listed on a national securities exchange), any shares traded in an organized market and held by at least 2,000 stockholders of record with a market value of at least $20,000,000, and any shares issued by an open end management investment company registered under the Investment Company Act of 1940 and which may be redeemed at the option of the holder at net asset value are generally not entitled to dissenter’s rights. However, this exception is not available if (i) the articles of incorporation of the corporation issuing the shares provide that such exception is not available, (ii) the resolution of the board of directors approving the plan of merger, conversion or exchange expressly provides otherwise or (iii) the holders of the class or series of stock are required by the terms of the corporate action to accept for the shares anything except cash, shares of stock or other securities as described in NRS 92A.390(3) or any combination thereof. The NRS prohibits a dissenting stockholder from voting his or her shares or receiving certain dividends or distributions after his or her dissent.

The DGCL permits special meetings of stockholders to be called by the board of directors or by any other person authorized in the certificate of incorporation or bylaws to call a special stockholder meeting.

The NRS permits special meetings of stockholders to be called by the entire board of directors, any two directors or the President, unless the articles of incorporation or bylaws provide otherwise.

The DGCL provides that a director or a stockholder of a corporation may apply to the Court of Chancery of Delaware if the corporation fails to hold an annual meeting for the election of directors or there is no written consent to elect directors in lieu of an annual meeting for a period of 30 days after the date designated for the special meeting or, if there is no date designated, within 13 months after the last annual meeting.

Under the NRS, stockholders having not less than 15% of the voting interest may petition the district court to order a meeting for the election of directors if a corporation fails to call a meeting for that purpose within 18 months after the last meeting at which directors were elected.

Under the DGCL, if a meeting of stockholders is adjourned due to lack of a quorum and the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned meeting must be given to each stockholder of record entitled to vote at the meeting. At the adjourned meeting the corporation may transact any business that might have been transacted at the original meeting.

In contrast, under the NRS, a corporation is not required to give any notice of an adjourned meeting or of the business to be transacted at an adjourned meeting, other than by announcement at the meeting at which the adjournment is taken, unless the board of directors of the corporation fixes a new record date for the adjourned meeting or the meeting date is adjourned to a date more than 60 days later than the date set for the original meeting, in which case a new record date must be fixed and notice given.

Under the DGCL, a proxy executed by a stockholder may not be voted after a period of three years from its date, unless the proxy provides for a longer period.

Under the NRS, a proxy is effective only for a period of six months, unless it is coupled with an interest or unless otherwise provided in the proxy, which duration may not exceed seven years. The NRS also provides for irrevocable proxies, without limitation on duration, in limited circumstances.

The DGCL provides that the certificate of incorporation and bylaws may establish quorum and voting requirements, but in no event shall quorum consist of less than one-third of the shares entitled to vote. If the certificate of incorporation and bylaws are silent as to specific quorum and voting requirements: (a) a majority of the shares entitled to vote shall constitute a quorum at a meeting of stockholders; (b) in all matters other than the election of directors, the affirmative vote of the majority of shares present at the meeting and entitled to vote on the subject matter shall be the act of the stockholders; (c) directors shall be elected by a plurality of the votes of the shares present at the meeting and entitled to vote on the election of directors; and (d) where a separate vote by a class or series is required, a majority of the outstanding shares of such class or series shall constitute a quorum entitled to take action with respect to that vote on that matter and, in all matters other than the election of directors, the affirmative vote of the majority of shares of such class or series present at the meeting shall be the act of such class or series or classes or series. A bylaw amendment adopted by stockholders which specifies the votes that shall be necessary for the election of directors shall not be further amended or repealed by the board.

The NRS provides that, unless Chapter 78 of the NRS, the articles of incorporation or bylaws provide otherwise, a majority of the voting power of the corporation, present in person or by proxy at a meeting of stockholders (regardless of whether the proxy has authority to vote on any matter), constitutes a quorum for the transaction of business. Under the NRS, unless Chapter 78, the articles of incorporation or bylaws provide for different proportions, action by the stockholders on a matter other than the election of directors is approved if the number of votes cast in favor of the action exceeds the number of votes cast in opposition to the action. Unless provided otherwise in the corporation’s articles of incorporation or bylaws, directors are elected at the annual meeting of stockholders by plurality vote.

The DGCL grants any stockholder or beneficial owner of shares the right, upon written demand under oath stating the proper purpose thereof, either in person or by attorney or other agent, to inspect and make copies and extracts from a corporation’s stock ledger, list of stockholders and its other books and records for any proper purpose. A proper purpose is one reasonably related to such person’s interest as a stockholder.

The NRS grants any person who has been a stockholder of record of a corporation for at least six months immediately preceding the demand, or any person holding, or thereunto authorized in writing by the holders of, at least 5% of all of its outstanding shares, upon at least five days’ written demand the right to inspect in person or by agent or attorney, during usual business hours (i) the articles of incorporation and all amendments thereto, (ii) the bylaws and all amendments thereto and (iii) a stock ledger or a duplicate stock ledger, revised annually, containing the names, alphabetically arranged, of all persons who are stockholders of the corporation, showing their places of residence, if known, and the number of shares held by them respectively. A Nevada corporation may require a stockholder to furnish the corporation with an affidavit that such inspection is for a proper purpose related to his or her interest as a stockholder of the corporation.

In addition, the NRS grants certain stockholders the right to inspect the books of account and records of a corporation for any proper purpose. The right to inspect the books of account and all financial records of a corporation, to make copies of records and to conduct an audit of such records is granted only to a stockholder who owns at least 15% of the issued and outstanding shares of a Nevada corporation, or who has been authorized in writing by the holders of at least 15% of such shares. However, these requirements do not apply to any corporation that furnishes to its stockholders a detailed annual financial statement or any corporation that has filed during the preceding 12 months all reports required to be filed pursuant to Section 13 or Section 15(d) of the Exchange Act.

Under Delaware law, the corporate opportunity doctrine holds that a corporate officer or director may not generally and unilaterally take a business opportunity for his or her own if: (i) the corporation is financially able to exploit the opportunity; (ii) the opportunity is within the corporation’s line of business; (iii) the corporation has an interest or expectancy in the opportunity; and (iv) by taking the opportunity for his or her own, the corporate fiduciary will thereby be placed in a position inimical to his duties to the corporation. The DGCL permits a Delaware corporation to renounce, in its certificate of incorporation or by action of the board of directors, any interest or expectancy of the corporation in, or being offered an opportunity to participate in, specified business opportunities or specified classes or categories of business opportunities that are presented to the corporation or one or more of its officers, directors or stockholders.

•

no gain or loss is expected to be recognized by, and no amount is expected to be included in the income of, a holder of the Delaware Common Stock upon the conversion of such Delaware Common Stock into the Nevada Common Stock in connection with the Nevada Redomestication;

•

the aggregate tax basis of the shares of the Nevada Common Stock received by a holder of shares of the Delaware Common Stock in connection with the Nevada Redomestication is expected to equal the aggregate tax basis of the shares of the Delaware Common Stock converted into such shares of the Nevada Common Stock; and

•

the holding period of the shares of the Nevada Common Stock received by a holder of the Delaware Common Stock in connection with the Nevada Redomestication is expected to include the holding period of the common stock converted into such shares of the Nevada Common Stock.

Proposal 3

In accordance with the requirements of Section 14A of the Exchange Act, we are submitting to stockholders our annual "say-on-pay proposal," an advisory vote to approve the compensation of our Named Executive Officers as described in this Proxy Statement.

At our 2025 Annual Meeting, approximately 99.6% of the votes cast on the say-on-pay proposal were voted in favor of the proposal, indicating stockholder support for the compensation of our Named Executive Officers. However, we are submitting this proposal to continue to give stockholders the opportunity to express their views on the compensation of our Named Executive Officers.

In considering your vote, we invite you to review the Compensation Discussion and Analysis, including the accompanying compensation tables and narrative discussion, beginning on page 34 of this Proxy Statement. As described in the Compensation Discussion and Analysis, we believe that the Company’s executive compensation programs effectively align the interests of our Named Executive Officers with those of our stockholders by linking a significant portion of their compensation to the Company’s performance and by providing a competitive level of compensation designed to recruit, retain, and motivate talented executives critical to the Company’s long-term success. Additionally, the Chairmanship Committee is designed to incentivize entrepreneurial efforts with related incentive-based compensation. We believe that the total compensation opportunities for our Named Executive Officers – including base salary, annual incentives, and long-term equity awards – created strong alignment between executive compensation and performance outcomes in 2025.

The say-on-pay vote is advisory, and therefore not binding on the Company, the Compensation Committee or the Board. The Board and the Compensation Committee value the opinions of our stockholders and to the extent there is any significant vote against the named executive officer compensation as disclosed in this Proxy Statement, we will consider our stockholders' concerns and the Compensation Committee will evaluate whether any actions are necessary to address those concerns. The Board has adopted a policy of providing annual advisory approvals of the compensation of our Named Executive Officers.

Vote Required

Proposal 3 requires the affirmative vote of a majority of the votes cast by the stockholders present in person or represented by proxy at the Annual Meeting and entitled to vote thereon. Abstentions are not considered to be votes cast and, accordingly, will have no effect on the outcome of the vote on this proposal.

The Board of Directors unanimously recommends that our stockholders vote FOR approval of the following resolution:

"RESOLVED, that the Company’s stockholders approve, on an advisory basis, the compensation of the Named Executive Officers, as disclosed in the Company's Proxy Statement for the Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Summary Compensation Table and the other related tables and disclosure."

⁽¹⁾

Mr. Gabelli served as principal executive officer and Chief Executive Officer from April 16, 2025 to January 5, 2026

⁽²⁾

Mr. Lamb was appointed Chief Executive Officer on January 5, 2026

 Mr. Lamb brings more than 30 years of leadership experience across defense, intelligence, advanced technology development, and private equity investing.

Mr. Lamb currently serves as Chief Executive Officer of The LGL Group, Inc. (2026 to present); an independent director on the Board of Directors of Teton Advisors, Inc. (2021 to present); and an independent director on the Board of Directors of Morgan Group Holding Co. (2026 to present), a holding company which seeks acquisitions as part of its strategic alternatives; and a board observer to Consolidated Ocean Technologies (2024 to present), a veteran owned small business specializing in advanced guidance, navigation, and control systems for uncrewed undersea vehicles and autonomous software solutions. Previously, Mr. Lamb served as Chief Strategy Officer of Blacksea Technologies (2022 to 2026), a private equity platform focused on innovative maritime defense technologies, following the acquisition of Hard Yards, a product development consultancy company he founded; and a Special Advisor to LGL Systems Acquisitions Corporation (2019 to 2021), where he supported transaction sourcing, transaction evaluation, and strategic development. Prior to his private sector career, Mr. Lamb served as an officer in the United States Navy SEALs teams.

Mr. Lamb holds a Master of Business Administration from the University of Virginia Darden School of Business, a Master of Science in the Management of Information Technology from the University of Virginia, a Master of Arts in National Security and Strategic Studies from the U.S. Naval War College, and a Bachelor of Science in Political Science from the United States Naval Academy.

The Board believes Mr. Lamb is well qualified to serve as the Company's Chief Executive Officer based on his leadership experience in the defense and advanced technology businesses, expertise in strategic development and capital markets, and experience with special purpose acquisition companies and private equity investing.

Ms. Biles currently serves as Executive Vice President - Finance of M-tron Industries, Inc. (2024 to present) and Vice President & Controller of The LGL Group, Inc. (2020 to present). Previously, Ms. Biles served as Vice President & Controller of M-tron Industries, Inc. (2007 to 2024).

Ms. Biles holds a Bachelor of Science in Accounting from Canisius College.

Ms. Hayden currently serves as Vice President of The LGL Group, Inc. (2025 to present) and Chief Compliance Officer of Alpha G Investment Management Inc. (formerly Teton Advisors, Inc.) (2022 to present). Previously, Ms. Hayden served in various positions, including Managing Director and Secretary, at Teton Advisors, Inc.

Ms. Hayden holds a Bachelor of Arts in Economics from the University of Texas at Austin.

Mr. Huvane currently serves as Executive Vice President - Business Development of The LGL Group, Inc. (2022 to present); Senior Vice President - Product Development of Associated Capital Group, Inc. (2021 to present); and Chief Financial Officer of (Alpha G Investment Management Inc. (formerly Teton Advisors, Inc.) (2019 to present). Previously, Mr. Huvane served as Co-Chief Financial Officer of Associated Capital Group, Inc. (2022 to 2023); Senior Vice President - Business Development of The LGL Group, Inc (2019 to 2022); Vice President - Finance and Accounting of LGL Systems Acquisition Corp. (2019 to 2021); Chief Accounting Officer of Care Investment Trust LLC (2016 to 2018); and Chief Accounting Officer of Tiptree Inc. (2007 to 2016).

Mr. Huvane holds a Bachelor of Science in Accounting from Manhattan College and a Master of Business Administration from New York University. Mr. Huvane is also a Certified Public Accountant and a Chartered Financial Analyst.

(i)

an annual base salary of $250,000, effective January 1, 2026, allocated equally among his roles at the Company, including as Executive Chairman, and subject to annual review by the Board;

(ii)

a grant of stock options to purchase 100,000 shares of the Company's common stock, par value $0.01 per share (the "Common Stock") under the 2021 Plan, with the following vesting schedule:

(a)

sixty percent (60%) vesting immediately upon grant;

(b)

twenty percent (20%) vesting on the first anniversary of the grant date; and

(c)

twenty percent (20%) vesting on the second anniversary of the grant date;

(iii)

eligibility to participate in the Company's benefit plans and perquisites generally available to its executive officers.

(i)

a grant of stock options to purchase 50,000 shares of Common Stock under the 2021 Plan, vesting immediately;

(ii)

a grant of 50,000 shares of restricted Common Stock under the 2021 Plan, with the following vesting schedule:

(a)

one-third (1/3) vesting immediately upon grant;

(b)

one-third (1/3) vesting on the first anniversary of the grant date; and

(c)

one-third (1/3) vesting on the second anniversary of the grant date.

(i)

an annual draw of $60,000 against incentive compensation (the "Base Draw");

(ii)

eligibility to receive incentive compensation for identifying, analyzing and managing investment opportunities according to standard payout rates then in effect to the extent it exceeds the Base Draw plus expenses; and

(iii)

eligibility to receive a discretionary annual bonus based on individual performance and performance of the Company.

(i)

a grant of stock options to purchase 50,000 shares of Common Stock under the 2021 Plan, vesting immediately;

(ii)

a grant of 50,000 shares of restricted Common Stock under the 2021 Plan, with the following vesting schedule:

(a)

one-third (1/3) vesting immediately upon grant;

(b)

one-third (1/3) vesting on the first anniversary of the grant date; and

(c)

one-third (1/3) vesting on the second anniversary of the grant date.

⁽¹⁾

Mr. Nossokoff served as principal financial officer until April 16, 2025, upon the appointment of Mr. Huvane to principal financial officer.

⁽¹⁾

Reflects the aggregate grant date fair value of stock awards or option awards granted in the applicable year, computed in accordance with ASC 718. For a discussion of the assumptions and methodologies used to calculate these amounts, please see Note 10 - Stock-Based Compensation to the Consolidated Financial Statements included in LGL Group's Annual Report on Form 10-K for the year ended December 31, 2025.

⁽²⁾

Reflects employer contributions accrued or paid under The LGL Group, Inc. 401(k) Savings Plan.

Additionally, we maintain a policy of directors' and officers' liability insurance for the directors and officers. The premium for this policy for the policy year ended September 30, 2025 was approximately $162,000 and for the policy year ended September 30, 2026 is approximately $141,000.

⁽³⁾

⁽⁴⁾

⁽⁵⁾

⁽¹⁾

There are no LGL Group stock options held by any Named Executive Officers.

⁽²⁾

Market value is based on the closing price of our common stock on December 31, 2025 of $5.75 per share.

⁽³⁾

On January 29, 2026, the vesting of the equity awards held by Mr. Foufas were accelerated in connection with his departure from the Company.

⁽¹⁾

The 2021 Incentive Plan was approved by our stockholders on December 28, 2021. 1,000,000 shares of common stock are authorized for issuance under the 2021 Incentive Plan. As of December 31, 2025, there were 36,274 restricted stock awards outstanding that were issued under the 2021 Plan.

Kaan Aslansan

Darlene DeRemer

Proposal 4

Advisory Vote on Frequency of Future Say-on-Pay Votes

In accordance with Section 14A of the Exchange Act, we are requesting our stockholders vote, on a non-binding basis, on how frequently they would like to cast an advisory vote on the compensation of our named executive officers. By voting on this proposal, stockholders may indicate whether they would prefer an advisory vote on named executive officer compensation annually, every two years or every three years.

The Board believes that conducting an advisory "say on pay" vote annually is the most appropriate for the Company. This frequency will continue to enable stockholders to annually express their views on our executive compensation program in a timely manner, based on the most recent information presented in our proxy statement. An annual advisory vote on executive compensation helps ensure ongoing stockholder communication with our Compensation Committee and the Board on executive compensation and corporate governance matters.

The vote on the frequency of the executive compensation vote is advisory, and therefore not binding on the Company or the Board. The Board values the opinions of our stockholders and to the extent there is any significant vote on the frequency of the executive compensation vote for either of annually, every two years or every three years, the Board will consider our stockholders’ concerns in making its determination regarding the frequency of the executive compensation vote.

Vote Required

The frequency receiving a plurality of the votes cast will be approved. Abstentions are not considered to be votes cast and, accordingly, will have no effect on the outcome of the vote on this proposal.

Proposal 5

Approval of the Amended and Restated The LGL Group, Inc. 2021 Incentive Plan

The Board of Directors is asking our stockholders to approve an amendment and restatement of The LGL Group, Inc. 2021 Incentive Plan (the "Amended 2021 Plan"). The 2021 Plan was originally adopted by the Board on October 15, 2021 and approved by stockholders at the 2021 Annual Meeting on December 28, 2021. On March 16, 2026, upon the recommendation of the Compensation Committee, the Board unanimously adopted the Amended 2021 Plan, subject to stockholder approval at the 2026 Annual Meeting. The Amended 2021 Plan allows LGL Group to grant the equity incentive compensation awards that are the key elements of our compensation philosophy and practices.

If this proposal is approved by our stockholders, the Amended 2021 Plan will replace the 2021 Plan with respect to awards granted as of the Annual Meeting date. If this proposal is not approved, the 2021 Plan will remain in effect with its existing terms.

As of our record date, [March 31, 2026], excluding the new shares requested, [798,914] of the 1,000,000 shares authorized under the 2021 Plan remain available for future grants, a number that the Compensation Committee and the Board believe is insufficient to meet our future needs. Based on our projected recruiting and retention needs, historic grant rates, and current share price, we anticipate that without the additional shares, we would be unable to grant equity awards under our incentive programs beyond 2027.

We recommend that stockholders approve the Amended 2021 Plan to (i) permit the continued use of stock-based compensation by reserving an additional 1,500,000 shares for issuance under the Amended 2021 Plan, such that a total of 2,500,000 shares will be reserved and available for issuance under the Amended 2021 Plan; (ii) correspondingly increase the ISO limit by 1,500,000 shares; (iii) increase the annual non-employee director compensation limit from $500,000 to $750,000; (iv) remove the one-year minimum vesting requirement; (v) extend the expiration date of the Amended 2021 Plan to the 10th anniversary of the 2026 Annual Meeting; and (vi) make other market standard updates, technical revisions in responses to changes in law and other clarifying and administrative changes.

Stock-based compensation is an important part of our compensation structure and serves the best interests of our stockholders by:

•   rewarding long-term Company performance;

If the Amended 2021 Plan is not approved, we may need to replace the stock-based components of our compensation with cash, which may increase compensation expense, reduce compensation alignment with stockholder interests, and impede our ability to attract and retain talent.

To maintain flexibility and effectively attract, motivate, and retain high-caliber employees and directors, we are asking stockholders to authorize an additional 1,500,000 shares of common stock for awards under the Amended 2021 Plan. We intend to grant future equity awards under the Amended 2021 Plan in amounts that are reasonable and consistent. Based on our projected recruiting and retention needs, our historic grant rates, and the approximate current share price, we believe that the new shares requested under the Amended 2021 Plan would allow us to grant equity awards to employees and directors for approximately 10 more years. However, the additional shares could last for a different period if historical practice does not match our future needs, or if our share price changes materially. In determining the size of this share request, the Compensation Committee considered, among other things, our outstanding equity awards, our burn rate, our stock price and volatility, our projected recruiting and retention needs, the potential dilution of our equity compensation program, the voting guidelines of certain institutional investors and proxy advisory firms, the advice of its independent compensation consultant, and competitive market practices. Key factors are outlined below.

We encourage stockholders to read this Proposal 5, which provides, among other items, a summary of certain key data relating to outstanding equity awards and shares available for future awards under the Amended 2021 Plan, information relating to how the Board determined the number of shares proposed to be reserved under the Amended 2021 Plan, a summary of significant changes from the 2021 Plan, an overview of the terms and conditions of, and benefits to be received under, the Amended 2021 Plan, and a brief description of the current U.S. federal income tax consequences generally arising with respect to awards granted under the Amended 2021 Plan.

•

limited share recycling provisions;

•

no repricing stock options without stockholder approval;

•

no "evergreen" renewal feature;

•

annual limits on director compensation;

•

awards are subject to our clawback policy; and

•

dividends or dividend equivalents are accumulated until the underlying award vests.

•

Share reserve increase. As of [March 31, 2026], only [798,914] shares remain available for awards under the 2021 Plan, which is insufficient to meet our future needs. The Amended 2021 Plan will reserve a sufficient number of shares to enable to the Company to continue to grant equity awards, which is a critical component of our compensation program. The Amended 2021 Plan will increase in the maximum number of shares of Common Stock authorized for issuance by an additional 1,500,000 shares.

•

ISO limit increase. Increases the limit for incentive stock options by 1,500,000 shares.

•

Director compensation limits. Increases the annual cap on non-employee director compensation from $500,000 to $750,000 (including cash retainers and the grant date fair value of equity retainers for services as a non-employee director).

•

Minimum vesting. Removed the one-year minimum vesting provision from the Amended 2021 Plan to provide flexibility to attract and retain key talent and respond to evolving market conditions and trends.

•

Extension of expiration date. Extends the plan term until the 10th anniversary of the 2026 Annual Meeting.

•

Address other updates in law and market practice. The Amended 2021 Plan will incorporate certain other technical revisions in response to changes in the law and which are designed to protect the interests of our stockholders and reflect sound corporate governance practices, as well as other clarifying changes.

Any person who is an employee, officer, director, consultant, advisor or other individual service provider of the Company or certain of the Company's subsidiaries

The maximum number of shares that were available for issuance under the 2021 Plan upon its initial adoption was 1,000,000 shares. Approximately [798,914] shares remained available for grant as of [March 31, 2026]. The maximum number of available shares that can be issued as awards (including as incentive stock options) is being increased by an additional 1,500,000 shares. If the Amended 2021 Plan is approved, the maximum number of shares that may be issued under the Amended 2021 Plan after [March 31, 2026] will be approximately [2,298,914]. Awards will be counted against the Amended 2021 Plan reserve on the date of grant, based on the maximum number of shares that may be issued pursuant to the award. Shares issued under the Amended 2021 Plan may come from newly issued, treasury, or reacquired shares, or any combination thereof.

If an outstanding award under the Amended 2021 Plan expires or is terminated or canceled for any reason without having been exercised or settled in full, or if shares acquired pursuant to an award subject to forfeiture are forfeited under the Amended 2021 Plan, the shares allocable to the terminated portion of such award or such forfeited shares shall again be available for issuance under the Amended 2021 Plan. Shares shall not be deemed to have been issued pursuant to the Amended 2021 Plan with respect to any portion of an award that is settled in cash. In the event that withholding tax liabilities arising from a full-value award (i.e., an award other than an option or stock appreciation right) are satisfied by the delivery or withholding of shares, the shares so tendered or withheld shall be added to the Amended 2021 Plan’s reserve.

Notwithstanding anything to the contrary, the following shares shall not again be made available for issuance or delivery under the Amended 2021 Plan: (i) shares tendered in payment of an option; (ii) shares delivered or withheld by the Company to satisfy any tax withholding obligation with respect to an option or stock appreciation right; (iii) shares covered by a stock-settled stock appreciation right that were not issued upon the settlement of the stock appreciation right; or (iv) shares purchased on the open market with option proceeds.

Any other metric that may be determined by the Compensation Committee

In the event of a 'change in control' (as defined in the Amended 2021 Plan), then: (i) if any time-based or performance-based awards are not assumed or replaced by a comparable award referencing shares of the successor corporation or its parent, those awards shall vest as of immediately prior to such change in control; (ii) if time-based awards are assumed by the successor corporation or its parent, those awards will continue to vest in accordance with their terms and, if during the 12-month period following the date of such change in control, the participant's employment is terminated by such successor (or an affiliate thereof) without cause or by the participant for good reason, such time-based awards shall fully vest; and (iii) if performance-based awards are assumed by the successor corporation or its parent, those awards will be converted into, as applicable, time-based awards of the successor corporation or its parent and, if, during the 12-month period following the date of such change in control, the participant’s employment is terminated by such successor (or an affiliate thereof) without cause or by the participant for good reason, such performance-based awards shall fully vest. The value of the performance-based awards as of the date of the change in control shall be determined assuming target performance has been achieved, except that the value shall be determined based on actual performance as of such date if (i) more than half of the performance period has elapsed as of such date and (ii) actual performance is determinable as of such date.

The plan administrator may, in connection with any merger, consolidation, share exchange or other transaction entered into by the Company in good faith, determine that any outstanding awards granted under the Amended 2021 Plan, whether or not vested, will be canceled and terminated and that in connection with such cancellation and termination the holder of such award may receive for each share subject to such award a cash payment (or the delivery of shares of stock, other securities or a combination of cash, stock and securities equivalent to such cash payment) equal to the difference, if any, between the amount determined by the plan administrator to be the fair market value of such share and the purchase price per share (if any) under the award multiplied by the number of shares subject to such award; provided that if such product is zero or less or to the extent that the award is not then exercisable, the award will be canceled and terminated without payment therefor.

⁽¹⁾

Weighted average exercise price is $7.02 per share and weighted average contractual term is 5.0 years

⁽²⁾

Represents grant date fair value of awards, as determined in accordance with ASC Topic 718

Proposal 6

The Audit Committee of the Board of Directors has sole authority to retain, with stockholder ratification, the Company's independent registered public accounting firm. The Audit Committee oversees the firm's work with respect to the annual audit of the Company's consolidated financial statements and approves all audit engagement fees and terms.

The Audit Committee has appointed PKF O'Connor Davies, LLP ("PKF") to audit the Company's consolidated financial statements for the year ending December 31, 2026 and to render other professional services as required. PKF has served as the Company's independent registered public accounting firm since 2023. The Audit Committee and the Board of Directors believe that continued retention of PKF as the independent registered public accounting firm is in the best interests of the Company and its stockholders. As such, the Audit Committee is submitting the appointment of PKF to stockholders for ratification. If the appointment is not ratified by our stockholders, the Audit Committee may reconsider whether it should appoint another independent public accounting firm.

Representatives of PKF are expected to be present at the Annual Meeting, will have an opportunity to make a statement if they desire to do so, and are expected to be available to respond to questions.

Vote Required

Proposal 6 requires the affirmative vote of a majority of the votes cast by the stockholders present in person or represented by proxy at the Annual Meeting and entitled to vote thereon. Abstentions are not considered to be votes cast and, accordingly, will have no effect on the outcome of the vote on this proposal.

Because brokers have discretionary authority to vote on the ratification of the appointment of PKF, we do not expect any broker non-votes in connection with this proposal.

⁽¹⁾

Audit Fees. Audit fees consisted of fees for the audit of LGL Group's financial statements in the Company's annual report on Form 10-K and reviews of the Company's financial statements in the Company's quarterly reports on Form 10-Q.

⁽²⁾

Audited-Related Fees. Audit-related fees include assurance and related services that are traditionally performed by independent accountants.

•

Reviewed and discussed the consolidated financial statements for the fiscal year ended December 31, 2025 with both management and PKF O'Connor Davies, LLP;

•

Received from, and discussed with, the Company's independent registered public accounting firm various communications that such independent registered public accounting firm is required to provide to the Audit Committee, including matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (the "PCAOB") and the SEC;

•

Received from the Company's independent registered public accounting firm a formal written statement required by PCAOB Rule 3526, Communications with Audit Committees Concerning Independence, describing all relationships between the independent registered public accounting firm and the Company, including the disclosures required by the applicable requirements of the PCAOB regarding the independent registered public accounting firm's communications with the Audit committee concerning independence; and

Kaan Aslansan

Darlene DeRemer

Each person who is known to us to beneficially own more than 5% of our common stock;

Each of our directors, Director Nominees and Named Executive Officers; and

All of our directors and executive officers, as a group.

⁽¹⁾

The applicable percentage of ownership for each beneficial owner is based on [6,528,033] shares of common stock outstanding as of [March 31, 2026]. Shares of common stock issuable upon exercise of options, warrants or other rights beneficially owned that are exercisable within 60 days are deemed outstanding for the purpose of computing the percentage ownership of the person holding such securities and rights.

⁽³⁾

Includes (i) 711,161 shares of common stock owned directly by Mario J. Gabelli; and (ii) 572,324 shares owned by GGCP, Inc., of which Mario J. Gabelli is the Chief Executive Officer, a director and controlling shareholder; (iii) 50 shares owned by GAMCO Asset Management, Inc., of which Mario J. Gabelli is the Chief Executive Officer and Chief Investment Officer - Value Portfolios; and (iv) 80,152 shares owned by Gabelli Foundation, Inc., of which Mario J. Gabelli is the Chairman, Trustee, and Chief Investment Officer. Mario J. Gabelli disclaims beneficial ownership of the shares owned by GGCP, Inc. and GAMCO Asset Management, Inc., except to the extent of his pecuniary interest therein. Mario J. Gabelli's business address is 401 Theodore Fremd Avenue, Rye, New York 10580-1430.

⁽⁴⁾

Based on information disclosed in a Schedule 13G/A filed with the SEC on May 1, 2024, by Bard Associates, Inc. ("Bard") reporting beneficial ownership as of December 31, 2023. Item 4 to this Schedule 13G/A provides details as to the voting and investment power of Bard as well as the right to acquire LGL common stock within 60 days. All information provided with respect to this entity is based solely on information set forth in the Schedule 13G/A. LGL Group takes no responsibility therefore and makes no representation as to its accuracy or completeness as of the date hereof or any subsequent date. Bard's business address is 135 South LaSalle Street, Suite 3700, Chicago, Illinois 60603.

⁽⁵⁾

Includes (i) 144,314 shares of common stock owned directly by Marc Gabelli; (ii) [110,000] shares issuable upon exercise of options exercisable within 60 days of [March 31, 2026]; and (iii) 764,303 shares held by Venator Merchant Fund, L.P. ("Venator Fund"). Venator Global, LLC ("Venator Global"), which is the sole general partner of Venator Fund, may be deemed to beneficially own the securities owned by Venator Fund. Marc Gabelli, who is the President and Sole Member of Venator Global, may be deemed to beneficially own the securities owned by Venator Fund. Marc Gabelli disclaims beneficial ownership of the securities owned by Venator Fund, except to the extent of his pecuniary interest therein.

⁽⁶⁾

Includes (i) 50,000 shares of common stock owned directly by Mr. Lamb; and (ii) [50,000] shares issuable upon exercise of options exercisable within 60 days of [March 31, 2026].

•

On March 31, 2025, a Form 4 for Mr. Gabelli reporting a grant of 2,308 restricted shares on March 25, 2025, was filed late due to an administrative delay by an external party.

•

On May 21, 2025, a Form 3 for Ms. Hayden, required in connection with her appointment as Vice President on April 7, 2025, was filed late as Ms. Hayden did not yet have EDGAR filing credentials (CIK number).

•

On September 2, 2025, a Form 3 for Vice Admiral Kilrain, required in connection with his appointment to the Board of Directors on April 16, 2025, was filed late due to an administrative delay resulting from the temporary unavailability of EDGAR filing credentials.

Why did I receive this Proxy Statement?

The Board is soliciting your proxy to vote at the Annual Meeting because you were a stockholder at the close of business on March 31, 2026, the record date for the Annual Meeting, and are entitled to vote at the Annual Meeting.

This Proxy Statement provides important information regarding the matters to be acted on at the Annual Meeting and is designed to assist you in voting.

You do not need to attend the Annual Meeting to vote your shares. Instead, you may vote your shares using any of the methods discussed below under the question "How do I vote?"

What is a proxy?

A proxy is a person who votes the shares of stock of another person. The term "proxy" also refers to the proxy card. When you return the enclosed proxy card, or authorize your proxy by telephone or over the Internet, you are giving your permission to either our chief executive officer or our chief financial officer to vote your shares of common stock at the Annual Meeting as you instruct. The proxies will not vote your shares of common stock if you do not return the enclosed proxy card or authorize your proxy by telephone or over the Internet. This is why it is important for you to return the proxy card to us or authorize your proxy by telephone or over the Internet as soon as possible, whether or not you plan on attending the Annual Meeting.

Who can vote at the Annual Meeting?

Only common stockholders of record at the close of business on [March 31, 2026], will be entitled to vote at the Annual Meeting. On the record date, there were [6,528,033] shares of common stock outstanding and entitled to vote.

Who is paying for this proxy solicitation?

The Company will pay the expense of soliciting proxies, including the cost of preparing, assembling and mailing the notice, proxy statement and proxy. In addition to the solicitation of proxies by mail, the Company’s directors, officers or employees, without additional compensation, may make solicitations personally and by telephone. The Company may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners.

What information is contained in this Proxy Statement?

The information in this Proxy Statement relates to the proposals to be voted on at the Annual Meeting, the voting process, the Board and its committees, the compensation of directors and certain executive officers, and certain other required information.

What is householding?

We have adopted a procedure permitted by SEC rules that is commonly referred to as "householding." Under this procedure, a single proxy statement and annual report are delivered to multiple stockholders sharing an address unless we receive contrary instructions from any stockholder at that address. We will continue to send a separate proxy card to each stockholder of record. We have adopted this procedure because we believe it reduces the volume of duplicate information stockholders receive and helps to reduce our printing and postage costs. A number of brokers with account holders who are Company stockholders will be "householding" our proxy materials and annual reports as well.

If, at any time, you no longer wish to participate in "householding" and would prefer to receive a separate Proxy Statement and annual report, or if you and other stockholders sharing your address are receiving multiple copies of the proxy materials and you would like to receive only a single copy of such materials in the future, please notify your broker if you hold your Company shares through a broker, or notify us directly if you are a stockholder of record by contacting us at:

The LGL Group, Inc.
2525 Shader Road
Orlando, Florida 32804
Attention: Corporate Secretary

(407) 298-2000

We will send promptly additional copies of the relevant materials following receipt of a request for additional copies.

What should I do if I receive more than one set of voting materials?

You may receive more than one set of voting materials, including multiple copies of this Proxy Statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you may receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a stockholder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive.

How may I obtain an additional set of proxy materials?

All stockholders may write to us at the following address to request an additional copy of these materials:

The LGL Group, Inc.
2525 Shader Road
Orlando, Florida 32804
Attention: Corporate Secretary

Additionally, stockholders may access this Proxy Statement, our form of proxy card, and our 2025 Annual Report on our website at [●].

What is the difference between holding shares as a stockholder of record and as a beneficial owner?

If your shares are registered directly in your name with our transfer agent, Computershare, you are considered, with respect to those shares, the "stockholder of record." If you are a stockholder of record, this Proxy Statement, our 2025 Annual Report and a proxy card have been sent directly to you by the Company.

If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the "beneficial owner" of shares held in street name. If you own shares held in street name, this Proxy Statement and our 2025 Annual Report have been forwarded to you by your broker, bank or nominee who is considered, with respect to those shares, the stockholder of record. As the beneficial owner, you have the right to direct your broker, bank or nominee how to vote your shares by using the voting instruction card included in the mailing or by following their instructions for voting by telephone or the Internet, if the broker, bank or nominee offers these alternatives. Since a beneficial owner is not the stockholder of record, you may not vote these shares in person at the Annual Meeting unless you obtain a "legal proxy" from the broker, bank or nominee that holds your shares, giving you the right to vote the shares at the Annual Meeting.

What am I voting on at the Annual Meeting?

You are voting on the following proposals:

To elect six (6) Director Nominees to serve until the 2027 Annual Meeting of Stockholders (the "2027 Annual Meeting") and until their successors are duly elected and qualified;

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

To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

Our Board recommends:

•

a vote FOR the election of each of Mr. Kaan Aslansan, Ms. Darlene DeRemer, Mr. Herve Francois, Mr. Marc Gabelli, Mr. Manjit Kalha, and Mr. Colin Kilrain to serve as directors until the next annual meeting;

•

a vote FOR the redomestication of The LGL Group, Inc. from the State of Delaware to the State of Nevada by conversion;

•

a vote FOR the non-binding advisory resolution approving the compensation of the Company's Named Executive Officers as described in this proxy statement;

•

a vote FOR ONE (1) YEAR for the frequency of future votes on non-binding advisory resolutions to approve the compensation of the Company's Named Executive Officers;

•

a vote FOR the Amended and Restated The LGL Group, Inc. 2021 Incentive Plan; and

•

a vote FOR ratification of the appointment of PKF O'Connor Davies, LLP as our independent registered public accounting firm.

How do I vote?

You may vote using any of the following methods:

Proxy card or voting instruction card. Be sure to complete, sign and date the card and return it in the prepaid envelope.

By telephone or the Internet. If you own shares held in street name, you will receive voting instructions from your bank, broker or other nominee and may vote by telephone or on the Internet at www.proxyvote.com.

Attending the Annual Meeting. All stockholders of record may vote by attending the Annual Meeting.

Shares held in your name as the stockholder of record may be voted at the Annual Meeting. To participate in the annual meeting, you will need the 16‐digit control number included on your Notice, on your proxy card or on the instructions that accompanied your proxy materials. Shares held in your name as the stockholder of record may be voted during the Annual Meeting. Shares for which you are the beneficial owner but not the stockholder of record also may be voted during the Annual Meeting. However, even if you plan to attend the Annual Meeting, the Company recommends that you vote your shares in advance, so that your vote will be counted if you later decide not to attend the Annual Meeting.

What can I do if I change my mind after I vote my shares?

If you are a stockholder of record, you may revoke your proxy at any time before it is voted at the Annual Meeting by:

•

Sending a written notice of revocation to our Corporate Secretary (see page 61 for contact information);

•

Submitting a new, proper proxy dated later than the date of the revoked proxy; or

•

Attending the Annual Meeting and voting.

Can my broker vote my shares for me without my instructions?

Brokers may not use discretionary authority to vote shares on the election of directors, the approval of the redomestication of the Company from Delaware to Nevada, the approval of a non-binding advisory resolution approving the compensation of our Named Executive Officers, the approval of a non-binding advisory resolution 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, or the approval of the Amended and Restated The LGL Group, Inc. 2021 Incentive Plan; however, if they have not received instructions from their clients, they may vote either for or against the ratification of auditors. Please provide voting instructions on these proposals to your broker so your vote can be counted.

Can my shares be voted if I do not return my proxy card or voting instruction card and do not attend the Annual Meeting?

If you do not vote your shares held of record (registered directly in your name, not in the name of a bank or broker), your shares will not be voted.

If you do not vote your shares held in street name with a broker, your broker will not be authorized to vote on the election of directors, the approval of the redomestication of the Company from Delaware to Nevada, the approval of a non-binding advisory resolution approving the compensation of our Named Executive Officers, the approval of a non-binding advisory resolution 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, or the approval of the Amended and Restated The LGL Group, Inc. 2021 Incentive Plan. If your broker is not able to vote your shares, they will constitute "broker non-votes," which are counted for the purpose of determining the presence of a quorum, but otherwise do not affect the outcome of any matter being voted on at the Annual Meeting.

How many votes are required to approve each proposal and how are votes counted?

Proposal 1 - Elect the director nominees

Proposal 2 - Approve the redomestication from Delaware to Nevada by Conversion

Proposal 5 - Approve the Amended and Restated The LGL Group, Inc. 2021 Incentive Plan

Shares will be voted "FOR" the ratification of the appointment of PKF O'Connor Davies, LLP as our independent registered public accounting firm

How many votes do I have?

You are entitled to one vote for each share of common stock that you hold. As of [March 31, 2026], the record date, there were [6,528,033] shares of common stock outstanding.

Is cumulative voting permitted for the election of directors?

We do not use cumulative voting for the election of directors.

What happens if a Director Nominee does not stand for election?

If for any reason any Director Nominee does not stand for election, any proxies we receive will be voted in favor of the remaining nominees and may be voted for a substitute nominee in place of the nominee who does not stand. We have no reason to expect that any of the Director Nominees will not stand for election.

What happens if additional matters are presented at the Annual Meeting?

Other than the six (6) items of business described in this Proxy Statement, we are not aware of any other business to be acted upon at the Annual Meeting. If you grant a proxy, the persons named as proxy holders, Patrick Huvane and Tiffany Hayden, will have the discretion to vote your shares on any additional matters properly presented for a vote at the Annual Meeting.

How many shares must be present or represented to conduct business at the Annual Meeting?

There must be a quorum present in order for the businesses to be conducted at the Annual Meeting. A quorum will be present if at least a majority of the outstanding shares of our common stock entitled to vote, or [3,264,017] shares, is represented at the Annual Meeting, either in person or by proxy.

Both abstentions and broker non-votes (described above) are counted for the purpose of determining the presence of a quorum.

How can I attend the Annual Meeting?

The Annual Meeting will be held in person at the Harvard Club of New York City, located at 35 West 44th Street, New York, New York 10036, on Tuesday, May 12, 2026, at 8:30 a.m. ET.

You are entitled to attend the Annual Meeting only if you were a stockholder as of the close of business on March 31, 2026, the record date, or if you hold a valid proxy for the Annual Meeting. You should be prepared to present photo identification for admittance. If you are a stockholder of record, your name will be verified against the list of stockholders of record on the record date prior to your admission to the Annual Meeting. If you are not a stockholder of record, but hold shares through a broker, bank or nominee (i.e., in street name), you should provide proof of beneficial ownership on the record date, such as your most recent account statement prior to March 31, 2026, a copy of the voting instruction card provided by your broker, bank or nominee, or other similar evidence of ownership. If you do not provide photo identification or comply with the other procedures outlined above, you will not be admitted to the Annual Meeting. The Annual Meeting will begin promptly at 8:30 a.m. ET. Please allow time for the check-in procedures.

What is the deadline for voting my shares?

If you hold shares as the stockholder of record, your vote by proxy must be received by 11:59 p.m. on May 11, 2026 (the night before the Annual Meeting).

If you hold shares beneficially in street name, please follow the voting instructions provided by your broker, bank or nominee. You may vote these shares at the Annual Meeting only if you provide a legal proxy obtained from your broker, bank or nominee.

Is my vote confidential?

Proxy instructions, ballots and voting tabulations that identify individual stockholders are handled in a manner that protects your voting privacy. Your vote will not be disclosed either within the Company or to third parties, except: (1) as necessary to meet applicable legal requirements, (2) to allow for the tabulation of votes and certification of the vote, and (3) to facilitate a successful proxy solicitation.

Where can I find the voting results of the Annual Meeting?

We intend to announce preliminary voting results at the Annual Meeting and publish final voting results in a Current Report on Form 8-K to be filed with the SEC within four business days after the Annual Meeting.

How can I obtain the Company’s corporate governance information?

The following information is available in print to any stockholder who requests it and is also available on the Company’s website at www.lglgroup.com/corporate-governance:

•

Certificate of Incorporation of The LGL Group, Inc.

•

The LGL Group, Inc. By-Laws, as amended

•

The charters of the following committees of the Board: the Audit Committee, the Compensation Committee and the Nominating Committee

•

Our Business Conduct Policy

•

Our Human Trafficking Policy

How may I obtain the Company’s 2025 Annual Report on Form 10-K and other financial information?

A copy of our Annual Report on Form 10-K for the year ending December 31, 2025 ("2025 Form 10-K") is enclosed with this Proxy Statement.

Stockholders may request another free copy of our 2025 Form 10-K and other financial information by contacting us at:

The LGL Group, Inc.
2525 Shader Road
Orlando, Florida 32804
Attention: Corporate Secretary

Alternatively, current and prospective investors can access our 2025 Form 10-K at [●].

We will also furnish any exhibit to our 2025 Form 10-K if specifically requested. Our SEC filings, including exhibits, are also available free of charge at the SEC's website, www.sec.gov, and on our website at www.lglgroup.com/sec-filings.

What if I have questions for the Company’s transfer agent?

Please contact our transfer agent, Computershare Trust Company, N.A., at the telephone number or address listed below with questions concerning stock certificates, transfer of ownership or other matters pertaining to your stock account.

Regular delivery: 

P.O. Box 43078

Providence, RI 02940-3078

150 Royall Street, Suite 101

Canton, MA 02021

Who can help answer my questions?

If you have any questions about the Annual Meeting or how to vote or revoke your proxy, please contact us at:

The LGL Group, Inc.
2525 Shader Road
Orlando, Florida 32804
Attention: Corporate Secretary