Monitor the say-on-pay vote outcome and any shareholder proposals for signals of discontent. The SC 13D/A from Nicholas Swenson (31.9% owner) filed 102 days before the proxy suggests potential activist engagement; watch for dissident director nominations or strategic demands ahead of the meeting.
Price Chart
Executive Summary
Pro-Dex filed its definitive proxy statement for the 2026 annual meeting, seeking election of seven director nominees, ratification of Baker Tilly as auditor, and an advisory say-on-pay vote. The filing highlights strong FY2026 performance with 16% YoY sales growth, record annual sales, and the acquisition of Advanced Precision Machining. The cross-filing context includes a recent SC 13D/A from Nicholas Swenson (AO Partners), who beneficially owns 31.9% of shares, signaling potential activist pressure ahead of the meeting.
Key Facts
- Annual meeting scheduled for November 19, 2026; record date September 22, 2026.
- Seven director nominees are all incumbents; no contested seats.
- Nicholas Swenson (AO Partners) beneficially owns 31.9% of shares; filed SC 13D/A 102 days prior.
- CEO Rick Van Kirk total compensation for FY2026: $727,584 (salary $350,000, bonus $325,946, all other $51,638).
- CFO Alisha Charlton total compensation for FY2026: $353,737 (salary $249,839, bonus $60,116, stock awards $30,830, all other $12,952).
- Net income for FY2026: $13.662 million, up from $8.978 million in FY2025.
- Cumulative TSR on a $100 investment from July 1, 2023: $306.54 at June 30, 2026.
- Audit fees for FY2026: $351,300, up from $312,375 in FY2025.
- One late Form 4 filing for director Angelita Domingo (sale of 998 shares, filed 118 days late).
- Related party: Company holds $1.2 million in Air T, Inc. stock; three board members have affiliations with Air T.
Financial Impact
No direct financial impact from proxy filing; FY2026 net income of $13.662 million and 16% sales growth noted.
Risk Factors
- Potential activist pressure from Nicholas Swenson (AO Partners) given 31.9% stake and recent SC 13D/A filing.
- Related-party concentration risk: $1.2 million investment in Air T, Inc., where three board members have affiliations.
- Late Section 16 filing by director Angelita Domingo may indicate governance lapses.
Investment Themes
Documents Analyzed
This report is based on 4 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| DEF 14A Filing (Primary) | 0001079973-26-001325 |
| Document: 0001079973-26-001325-index-headers.html | 0001079973-26-001325 |
| Document: 0001079973-26-001325-index.html | 0001079973-26-001325 |
| Document: 0001079973-26-001325.txt | 0001079973-26-001325 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 6, 2026 20d ago | DEFA14A | $62.80 | awaiting T+20 | — | $60.66 (−3.41%) |
Oct 6, 2026 20d ago | DEF 14A | $62.80 | awaiting T+20 | — | $60.66 (−3.41%) |
Sep 14, 2026 6w ago | Insider Cluster | $66.91 $62.27 | ▼ −6.93% | ▼ −9.66% | $60.66 (−9.34%) |
Sep 10, 2026 6w ago | Insider Cluster | $62.81 $62.49 | ▼ −0.50% | ▼ −2.37% | $60.66 (−3.42%) |
Aug 28, 2026 8w ago | 8-K | $62.10 $70.02 | ▲ +12.75% | ▲ +12.94% | $60.66 (−2.32%) |
Jun 17, 2026 18w ago | 8-K | $64.37 $59.08 | ▼ −8.22% | ▼ −8.75% | $60.66 (−5.76%) |
Apr 30, 2026 25w ago | 8-K | $48.36 $66.93 | ▲ +38.40% | ▲ +33.12% | $60.66 (+25.43%) |
US Market Status
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