Eastern Annual Meeting: Shareholders Re-Elect Directors, Back Say-on-Pay and Auditor Ratification

Key Points

• Shareholders re-elected all six directors and approved the advisory say-on-pay vote and ratified the appointment of Fiondella, Milone & LaSaracina LLP as auditor at Eastern’s virtual 2026 annual meeting, with a quorum representing 91.82% of outstanding shares; final results will be filed on Form 8-K.
• Management highlighted financial strength and capital returns, citing a $100 million credit facility, over $60 million in available liquidity, $8.7 million of debt reduced in 2025, a net leverage ratio of 1.59x, repurchase of 154,000 shares (~2.5% of float) and ~$2.7 million returned via dividends.
• CEO Ryan Schroeder outlined Eastern’s operating structure—Eberhard, Velvac, and Big 3 Precision—and said strategic priorities include commercial excellence, value-added M&A, operating efficiency, and strengthened governance and risk oversight.

The Eastern Company’s shareholders voted to re-elect all six director nominees, approve the company’s executive compensation plan on an advisory basis, and ratify its independent auditor during the company’s 2026 annual meeting, which was held virtually on May 6.

Chairman James Mitarotonda opened the meeting at 11:00 a.m. Eastern time and said the company again elected to hold the annual meeting online, citing cost savings, expanded access, and a “convenient and efficient means” to communicate with shareholders. The business portion of the meeting was conducted first, with questions reserved for the end; no shareholder questions were submitted during either the voting period or the subsequent presentation.

Quorum and meeting attendance

Marianne Barr, Eastern’s treasurer and corporate secretary, reported that notice of the meeting was distributed on or about March 23, 2026 to shareholders of record as of March 9, 2026. Barr said 5,543,006 shares were present in person or by proxy, representing 91.82% of outstanding common stock as of the record date, establishing a quorum under the company’s bylaws.

Board members attending virtually included Mitarotonda, Fred DiSanto, John Everets, Peggy Scott, Chan Galbato, and Ryan Schroeder, Eastern’s president and CEO. Also present were Nicholas Vlahos, the company’s chief financial officer, and representatives from the company’s independent registered accounting firm, Fiondella, Milone & LaSaracina LLP.

Shareholders approve all three proposals

Barr outlined three proposals presented to shareholders:

• Election of six directors: Frederick DiSanto, John Everets, James Mitarotonda, Peggy Scott, Chan Galbato, and Ryan Schroeder, each to serve until the 2027 annual meeting or until successors are elected and qualified.
• Advisory say-on-pay vote: A non-binding advisory resolution to approve compensation of the company’s named executive officers as disclosed in the proxy statement.
• Auditor ratification: Ratification of the appointment of Fiondella, Milone & LaSaracina LLP as independent registered public accounting firm for fiscal 2026.

The polls opened at 11:07 a.m. and closed at 11:09 a.m. Barr, acting as inspector of elections, reported preliminary results showing:

• Each director nominee received a majority of votes cast (excluding abstentions) and was re-elected.
• A majority of shares present or represented by proxy voted in favor of the advisory say-on-pay resolution.
• A majority of shares present or represented by proxy voted to ratify the auditor appointment for 2026.

Barr emphasized the results were preliminary and said the final vote totals will be reported in a Form 8-K filing with the Securities and Exchange Commission within four business days of the meeting date.

Management outlines Eastern’s operating businesses and leadership team

After the formal adjournment, CEO Ryan Schroeder provided a brief overview of Eastern NASDAQ: EML and its operating companies. Schroeder said Eastern is a holding company that currently operates three businesses: Eberhard, Velvac, and Big 3 Precision.

Schroeder described Eberhard as designing, engineering, and manufacturing “security hardware such as latches, locks, hinges, handles, and related components” for industrial, vehicle, military, and specialty applications. He said Velvac designs, manufactures, and distributes “mission-critical vision, safety, and vehicle system components” for the North American commercial truck market, with a heavy presence in the Class 8 truck segment as well as aftermarket RV and distribution. Schroeder said Big 3 Precision provides custom packaging and material handling solutions, including design, metal fabrication, thermoforming, mold, and assembly, and noted the business was acquired in 2019.

Schroeder also summarized the company’s leadership, noting he has been with Eastern for almost two years and previously served as CEO at Plaskolite and held leadership roles at IMI plc and Parker Hannifin. He identified Nicholas Vlahos as CFO, stating Vlahos has been with the company since 2017 and has served as CFO for the last several years. Schroeder named business leaders including Zachary Gorny (president of Eberhard), Dan McGrew (president of Velvac), and Emilio Ruffolo (president of Big 3 Precision).

Balance sheet, capital returns, and strategic priorities

Schroeder said the company is “very proud” of its balance sheet strength and reported Eastern entered into a $100 million new credit facility in October. He said the company had over $60 million in available liquidity, reduced outstanding debt by $8.7 million in 2025, and finished the year with a net leverage ratio of 1.59x.

Schroeder also highlighted Eastern’s capital return activity. He said the company repurchased 154,000 shares of common stock in 2025, representing “over 2.5%” of outstanding shares, and returned approximately $2.7 million to shareholders through dividends in 2025. Schroeder said Eastern’s quarterly cash dividend tradition dates back to 1941.

On governance, Schroeder said the board is focused on corporate governance and executive oversight, and that Eastern has implemented “meaningful enhancements” to its corporate governance, risk management, and compliance framework in 2026, reflecting the company’s view that strong governance and risk oversight support long-term value creation.

Schroeder said the company’s key strategic initiatives heading into late 2025 and through 2026 include commercial excellence, value-added mergers and acquisitions, and operating efficiency and continuous improvement across its factories. He also referenced continued work at Big 3 Precision, saying “transformational activities” progressed in 2025, with additional work still planned for 2026. Schroeder noted Eastern’s footprint is primarily North America-based but includes operations in China and Mexico, and said nimble supply chains and leadership development remain important areas of focus.

No shareholder questions were submitted following management’s remarks, and the meeting concluded shortly thereafter.

About Eastern NASDAQ: EML

Eastern NASDAQ: EML, based in West Haven, Connecticut, is a diversified industrial manufacturer specializing in secure hardware and metal finishing services. The company operates through two primary segments: Industrial Hardware Products and Security Products, complemented by a Metal Coatings division. Its Industrial Hardware Products segment produces cold-headed fasteners, forgings, hinges and precision components for heavy commercial vehicles, hydraulic cylinders and industrial machinery.

The Security Products segment designs and manufactures a wide range of lock and latch solutions, including padlocks, door hardware, cabinet locks and rental security towers for commercial and institutional applications.

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