[8-K] LSI INDUSTRIES INC Reports Material Event

Rhea-AI Filing Summary

LSI Industries (LYTS) reported final voting results from its Nov. 4, 2025 annual meeting. Shareholders cast votes for seven director nominees, with broker non-votes of 3,616,814 recorded for each nominee. Examples: James A. Clark received 21,817,206 For and 479,437 Withheld; Wilfred T. O’Gara received 20,526,666 For and 1,769,977 Withheld.

Shareholders voted on auditor ratification and executive compensation. Ratification of Grant Thornton LLP as independent auditor for fiscal 2026 received 24,780,079 For, 1,123,442 Against, and 9,936 Abstain. The advisory vote on executive compensation received 21,175,773 For, 1,085,033 Against, 35,837 Abstain, and 3,616,814 broker non-votes.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) November 4, 2025

LSI INDUSTRIES INC.

(Exact name of Registrant as Specified in its Charter)

Ohio		01-13375		31-0888951
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

10000 Alliance Road, Cincinnati, Ohio	45242
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code (513) 793-3200

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, no par value	LYTS	NASDAQ

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17CFR §240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐

Item 5.07 – Submission of Matters to a Vote of Security Holders.

The Annual Meeting of Shareholders of LSI Industries Inc. (“LSI” or the “Company”) was held on November 4, 2025 at which the following matters were submitted to a vote of shareholders:

(a)         Votes regarding the election of seven directors.

Name	For	Withheld	Broker Non-Votes
Robert P. Beech	18,576,253	3,720,390	3,616,814
Ronald D. Brown	19,966,388	2,330,255	3,616,814
James A. Clark	21,817,206	479,437	3,616,814
Amy L. Hanson	20,692,616	1,604,027	3,616,814
Chantel E. Lenard	21,516,524	780,119	3,616,814
Ernest W. Marshall, Jr.	21,517,209	779,434	3,616,814
Wilfred T. O’Gara	20,526,666	1,769,977	3,616,814

(b)         Votes regarding the ratification of the Audit Committee’s appointment of Grant Thornton LLP as LSI’s Independent Registered Public Accounting Firm for fiscal 2026.

For	Against	Abstain
24,780,079	1,123,442	9,936

(c)         Advisory votes on the Company’s executive compensation as described in the Company’s Proxy Statement.

For	Against	Abstain	Broker Non-Votes
21,175,773	1,085,033	35,837	3,616,814

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

LSI INDUSTRIES INC.

/s/ Thomas A. Caneris

Thomas A. Caneris

Executive Vice President, Human Resources & General Counsel

November 10, 2025

FAQ

What did LYTS shareholders vote on at the 2025 annual meeting?

Seven director elections, ratification of Grant Thornton LLP for fiscal 2026, and an advisory vote on executive compensation.

What were the vote totals for LYTS auditor ratification?

Grant Thornton LLP was ratified with 24,780,079 For, 1,123,442 Against, and 9,936 Abstain.

How did LYTS shareholders vote on executive compensation (say-on-pay)?

Votes were 21,175,773 For, 1,085,033 Against, 35,837 Abstain, with 3,616,814 broker non-votes.

Were there broker non-votes in the LYTS director elections?

Yes. 3,616,814 broker non-votes were recorded for each director item.

Can you give examples of LYTS director vote outcomes?

Yes. James A. Clark: 21,817,206 For, 479,437 Withheld. Wilfred T. O’Gara: 20,526,666 For, 1,769,977 Withheld; broker non-votes 3,616,814 for each.

Which exchange does LYTS trade on and under what symbol?

LYTS common stock trades on the NASDAQ under the symbol LYTS.