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Meeting Held at:

DoubleTree by Hilton Hotel Leominster

99 Erdman Way

Leominster, MA 01453

TABLE OF CONTENTS

PRECISION OPTICS CORPORATION, INC.

22 East Broadway

Gardner, MassachusettsMA 01440

(978) 630-1800

October 20, 2023

Dear Stockholder:Fellow Shareholder:

You are cordially invited to attend the 20092023 Annual Meeting of StockholdersShareholders of Precision Optics Corporation, Inc. The meeting will be held Tuesday, November 24, 2009, at 10:0010 a.m. local time on Friday, December 1, 2023, at the DoubleTree by Hilton Hotel Leominster located at 99 Erdman Way, Leominster, MA 01453.

The Colonial Hotel, 625 Betty Spring Road, Gardner, Massachusetts 01440.formal Notice of the 2023 Annual Meeting and Proxy Statement has been made a part of this invitation.

Through careful evaluation of this Proxy Statement, you can help us to achieve these goals and shape our future.

Whether or not you attend the Annual Meeting, it is important that your shares beare represented and voted at the Annual Meeting. After reading the Proxy Statement, please promptly vote and submit your proxy by dating, signing and returning the enclosed proxy card in the enclosed postage-prepaid envelope.Your shares cannot be voted unless you submit your proxy or attend the Annual Meeting in person.

We have also enclosed a copy of our 2009 Annual Report to Stockholders.

Important Notice Regarding the Availability of Proxy Materials for the StockholderAnnual Shareholder Meeting to be Held on November 24, 2009 — Precision Optics Corporation, Inc.'s: The Proxy Statement, and 2009form of proxy, Annual Report to Stockholderson Form 10-K for the year ended June 30, 2023 and related materials are available at www.materials.proxyvote.com/740294.www.proxyyvote.com, or by contacting our Investor Relations department through email at blum@lythampartners.com or by calling (602) 889-9670.

The Board of Directors and Managementour Company management look forward to seeing you at the meeting.Annual Meeting.

	1	Very truly yours,
		Richard E. Forkey President

PRECISION OPTICS CORPORATION, INC.
22 East Broadway
Gardner, Massachusetts 01440

NOTICE OF 20092023 ANNUAL MEETING OF STOCKHOLDERS
SHAREHOLDERS

To be Held on Tuesday, November 24, 2009

To 

Friday, December 1, 2023

DoubleTree by Hilton Hotel Leominster

99 Erdman Way, Leominster, MA 01453

We are pleased to invite you to join our Stockholders:

Board of Directors, senior leadership and other shareholders for our 2023 Annual Meeting of Precision Optics Corporation, Inc. shareholders. The meeting will hold its 2009 Annual Meeting of Stockholders on Tuesday, November 24, 2009,be held at the DoubleTree by Hilton Hotel Leominster located at 99 Erdman Way, Leominster, MA 01453, at 10:00 a.m. atlocal time on Friday, December 1, 2023. The Colonial Hotel, 625 Betty Spring Road, Gardner, Massachusetts 01440.purposes of the meeting are:

We are holding this Annual Meeting to:

1.

elect one Class I director to hold office for a three-year term and until his respective successor shall have been duly elected and qualified; and

2.

	·	To re-elect the five Directors nominated by our Board of Directors;
	·	To consider and vote on whether to approve, on an advisory basis, the compensation paid to our Named Executive Officers for the year ended June 30, 2023;
	·	To ratify the appointment of Stowe & Degon, LLC as our independent registered public accounting firm for the year ending June 30, 2024;
	·	To transact such other business as may properly come before the meeting and at any adjournments or postponements of the meeting.

The Board of Directors has set October 10, 2023 as the record date for the Annual Meeting and any adjournments or postponements of the Annual Meeting.

All stockholdersThis means that only shareholders of record atof Precision Optics as of the close of business on Thursday, October 1, 2009,that date are entitled to receive notice of the meeting; and vote at the meeting and any adjournment or postponement of the meeting.

For ten days prior to the Annual Meeting, a complete list of shareholders entitled to vote at the Annual Meeting will be available at the Secretary’s office, 22 East Broadway, Gardner, MA 01440.

This Proxy Statement, form of proxy and any adjournmentsour Annual Report for the year ended June 30, 2023 are available online at www.proxyvote.com. You can also access these materials by contacting our Investor Relations Department by email at blum@lythampartners.com or postponementsby calling (602) 889-9670.

By Order of the Annual Meeting.Board of Directors,

/s/ Wayne M. Coll                                       

Wayne M. Coll

Secretary and Chief Financial Officer

Your Vote is Important Notice Regardingto us. Regardless of whether you plan to attend, we urge all shareholders to vote on the Availability of Proxy Materials formatters described in the Stockholder Meeting to be Held on November 24, 2009 — Precision Optics Corporation, Inc.'saccompanying Proxy Statement and 2009 Annual Report to Stockholders are available at www. materials.proxyvote.com/740294.

It is important that your shares be represented at this meeting. Even if you attend the meeting, we hope that you will promptly vote and submit your proxy by dating, signing and returning the enclosed proxy card. This will not limit your rightrights to attend or vote at the meeting.Annual Meeting.

By Order of the Board of Directors

Jack P. Dreimiller
Clerk

Gardner, MA
October 30, 2009

WHETHER OR NOT YOU PLAN TO BE PRESENT AT THE MEETING, PLEASE COMPLETE, SIGN AND PROMPTLY MAIL THE ENCLOSED PROXY. A RETURN ENVELOPE THAT REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES IS ENCLOSED FOR THAT PURPOSE.

AnnualGeneral Voting and Meeting Information

The Notice and Access cards detailing the availability of Stockholders
November 24, 2009

PROXY STATEMENT

INFORMATION CONCERNING SOLICITATION AND VOTING

General

Thisthis Proxy Statement and form of proxy are furnished in connection with the solicitation of proxies by the Board of Directors of Precision Optics Corporation, Inc., a Massachusetts corporation (the "Company"), for use at the 2009 Annual Meeting of Stockholders of the Company to be held on November 24, 2009, at 10:00 a.m. at The Colonial Hotel, 625 Betty Spring Road, Gardner, Massachusetts 01440, and any adjournments or postponements of the Annual Meeting, for the purposes set forth herein and in the accompanying Notice of 2009 Annual Meeting of Stockholders. The Company incorporated in 1982, and its principal executive offices are located at 22 East Broadway, Gardner, Massachusetts 01440 (telephone 978-630-1800). This Proxy Statement and form of proxycard are first being distributedmailed to stockholdersshareholders on or about October 30, 2009.20, 2023, and all proxy documents will be made available via www.proxyvote.com. It is important that you carefully review the proxy materials, and follow the instructions below to cast your vote on all voting matters.

Stockholders Entitled

Voting Methods

Even if you plan to Voteattend the Annual Meeting in person please vote as soon as possible by using one of the following advance voting methods. Make sure to have your notice card, proxy card or voting instruction form in hand and to follow the instructions.

As

You can vote in advance through one of October 1, 2009,three ways:

	Via the Internet* – Visit the website listed on your notice card, proxy card or voting instruction form.
	By Telephone* – Call the telephone number listed on your notice card, proxy card or voting instruction form.
	By Mail – If you are a shareholder of record and have received a notice regarding the availability of proxy materials, you may request a written proxy card by following the instructions in the notice. Then sign, date, and return your proxy card/voting instruction form in the enclosed envelope.

Voting at the Company had outstanding 1,018,411Annual Meeting

Shareholders of record may vote at the Annual Meeting. Beneficial owners may vote in person if they have a legal proxy. Even if you plan to attend the Annual Meeting in person, we strongly recommend that you submit your proxy or voting instructions or vote by Telephone or the Internet prior to the meeting so that your vote will be counted, if you later decide not to attend the Annual Meeting.

Voting Matters and Board Recommendations

Questions and Answers

1.What is a proxy statement, what is a proxy and how does it work?

A proxy statement is a document that the U.S. Securities and Exchange Commission requires us to give you when we ask you to sign a proxy card designating someone other than you to vote the stock you own. The written document you sign indicating who may vote your shares of common stock $0.01 par value per share. Each shareis called a proxy card and the person you designate to vote your shares is called a proxy. The Board of Directors is asking to act as your proxy. By signing and returning to us the proxy card you are designating us as your proxy to cast your votes at the Annual Meeting. We will cast your votes as you indicate on the proxy card.

Our employees, officers and directors may solicit proxies. We will bear the cost of soliciting proxies and will reimburse brokerage houses and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses for forwarding proxy and solicitation material to the owners of our common stock entitlesstock.

2.        Who is entitled to vote at the holderAnnual Meeting?

Only shareholders who were Precision Optics Corporation, Inc. shareholders of record thereof at the close of business on October 1, 2009 (the "Record Date")10, 2023, or the Record Date, may vote at the Annual Meeting of Shareholders. As of the close of business on the Record Date, there were 6,066,518 shares of our common stock outstanding. Each shareholder is entitled to one vote for each share of our common stock held as of the Record Date.

3.        What is the difference between a shareholder of record and a beneficial owner?

If your shares are registered directly in your name with Precision Optics’ transfer agent, Computershare, Inc., you are considered, with respect to those shares, a shareholder of record. As a shareholder of record, we will send you Proxy Materials for the Annual Meeting.

If your shares are held in a brokerage account or by a bank or other nominee, you are considered the beneficial owner of your shares of common stock. The Notice Regarding the Availability of Proxy Material for the Annual Meeting has been forwarded to you by your broker, bank or nominee who is considered, with respect to those shares, the shareholder 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 form included in the proxy materials.

4.        What does it mean if I receive more than one proxy card?

If you hold your shares in multiple registrations, or in both registered and street name, you will receive a notice card, proxy card or voting instruction form for each account. Please vote each proxy card or voting instruction form you receive using one of the voting methods outlined elsewhere in this proxy statement.

5.        What proposals will be voted on at the 2023 Annual Meeting?

The following proposals will be voted on at the Annual Meeting:

6.        What are the Board’s recommendations?

Our Board recommends that you vote:

7.        Will there be any other items of business on the agenda?

We do not expect any other items of business because the deadline for shareholder proposals and nominations has already passed. Nonetheless, in case there is an unforeseen need, the accompanying proxy gives discretionary authority to the persons named on the proxy with respect to any other matters that might be brought before the Annual Meeting. Those persons intend to vote that proxy in accordance with their best judgment.

8.        How will my shares be voted?

To designate how you would like to vote, fill out the proxy card or voting instruction form indicating how you would like your votes cast. If you do not specify how to vote, we will vote your shares as follows:

9.         Can I change my vote or revoke my proxy?

You may change your vote or revoke your proxy at any time prior to the vote at the Annual Meeting. If you submitted your proxy by mail, you must file with our Secretary at Precision Optics Corporation, Inc., 22 East Broadway, Gardner, MA 01440, a written notice of revocation or deliver a valid, later-dated proxy. If you submitted your proxy by telephone or the Internet, you may change your vote or revoke your proxy with a later telephone or Internet proxy, as the case may be. Attendance at the Annual Meeting will not have the effect of revoking a proxy unless you give written notice of revocation to the Secretary before the proxy is exercised or you vote by written ballot at the Annual Meeting.

10.        What is a broker non-vote and what is the impact of not voting?

A broker “non-vote” occurs when a nominee holding shares of common stock for a beneficial owner, such as a bank or broker, does not vote on one or more proposals because the nominee does not have discretionary voting power on that matter, which is also referred to as holding shares in street name. Your bank or broker does not have discretion to vote uninstructed shares on the proposals in this Proxy Statement, except for Proposal No. 3 to ratify the appointment of our independent registered public accounting firm. As a result, if you hold your shares in street name it is critical that you provide instructions to your bank or broker, if you want your vote to count in the election of directors and the advisory vote related to executive compensation.

11.        What constitutes a quorum?

A quorum is the minimum number of shareholders necessary to conduct the Annual Meeting. The presence at the Annual Meeting, in person or by proxy, on the matters to be voted upon at the meeting.

Voting Procedures

Consistent with Massachusetts law and the Company's By-laws,of the holders of a majority of common stock outstanding on the Record Date will constitute a quorum. As of the close of business on the Record Date, there were 6,066,518 shares of our common stock outstanding. Votes withheld from any nominee, abstentions and broker “non-votes” are counted as present or represented for the purpose of determining the presence of a quorum.

12.        Is cumulative voting permitted for the election of directors?

No. Shareholders may not cumulate votes in the election of directors, which means that each shareholder may vote only the number of shares he or she owns for a single director candidate.

13.        What is the vote required for a proposal to pass?

Proposal No. 1—Election of Directors: Shareholders may cast a vote “FOR” or “WITHHOLD” with regard to the election of each director nominee. The affirmative vote of a plurality of the shares entitled to be cast on a particular matter,of common stock present in person or represented by proxy constitutes a quorum asand entitled to such matter. Votes cast by proxy or in personvote at the Annual Meeting, will be countedin person or by persons appointed by the Company to act as election inspectors for the meeting.

If the enclosed form of proxy, is properly signed and returned and not revoked, the shares represented thereby will be voted at the Annual Meeting. If the stockholder specifies in the proxy how the shares are to be voted, they will be voted as specified. If the stockholder does not specify how the shares are to be voted, such shares will be voted in favor of andrequired for the election of such a nominee. Thus, assuming a quorum is present at the nomineeAnnual Meeting, the nominees who receive the most affirmative votes will be elected as the Company’s directors. Abstentions and broker “non-votes” will have no effect on the voting outcome with respect to the election of directors.

Proposal No. 2—Say-on-Pay: Shareholders may cast a vote “FOR,” “AGAINST” or “ABSTAIN” on the Say-on-Pay proposal. Because this proposal asks for director as set fortha non-binding, advisory vote, there is no required vote that would constitute approval. We value the opinions expressed by our shareholders in Proposal 1.

Any stockholder hasthis advisory vote, and will consider the right to revoke his or her proxy at any time before it is voted by: (1) attending the meeting and voting in person; (2) filing with the Clerkoutcome of the Company a written instrument revokingvote when designing our compensation programs and making future compensation decisions for our Named Executive Officers. Abstentions and broker “non-votes,” if any, will not have any impact on this advisory vote.

Proposal No. 3—Ratification of the proxy;Selection of our Independent Registered Public Accounting Firm: Shareholders may vote “FOR,” “AGAINST” or (3) delivering“ABSTAIN from ratifying our selection of Stowe & Degon LLC as our independent registered public accounting firm for the year ending June 30, 2024. A majority of the votes properly cast upon this proposal is required to ratify our independent registered public accounting firm. Abstentions and broker “non-votes” will have no effect on the voting outcome with respect to the Clerk another newly executedelection of directors. Because Proposal No. 3 is a routine proposal on which a broker or other nominee is generally empowered to vote, broker “non-votes” likely will not result from this proposal. Thus, if you are a beneficial owner holding shares through a broker, bank or other holder of record and you do not vote on this proposal, your broker may cast a vote on your behalf for this proposal.

GOVERNANCE

Proposal No. 1 – Election of Directors

Election of five directors. the Board believes that the nominee’s knowledge, skills, and abilities would positively contribute to the function of the Board as a whole. Accordingly, your proxy bearingholder will vote your shares FOR the election of the Board’s nominee named below unless you instruct otherwise.

Directors and Nominees

Previously, our Directors were divided into three classes with staggered three-year terms, an arrangement consistent with a later date.provision of the Massachusetts Business Corporations Act which applies to public corporations. In May 2022, and as permitted by that Act, the Board voted to opt out of the classified board arrangement. Accordingly, our Board now consists of five directors who all are elected to one-year terms, serving until the next Annual Meeting of Shareholders or until their earlier resignation or replacements:

What am I voting on?

Shareholders are being asked to elect five nominees for election as directors. Further information about the five current Company directors appears below.

Required Vote

With regard to the election of directors, votes may be cast "FOR"“FOR” or "WITHHOLD." Provided that a quorum is present, the“WITHHOLD.” The affirmative vote by the holders of a plurality of the shares of common stock present

or represented by proxy and votingentitled to vote at the Annual Meeting, in person or by proxy, is required to electfor the Class I director nominee described in Proposal 1. For purposeselection of this vote, abstentionsthe nominee. Thus, assuming a quorum is present at the 2023 Annual Meeting, the nominees who receives the most affirmative votes will be elected as directors. Abstentions and broker "non-votes" are counted as present and entitled to vote for purposes of determining a quorum. A broker non-vote occurs when a nominee holding shares for a beneficial owner does not vote“non-votes” will have no effect on a particular proposal because the nominee does not have discretionary voting power for the particular item and has not received instructions from the beneficial owner.

Voting on Other Matters

At the date hereof, the Company has no knowledge of any business other than that described in the Notice for the Annual Meeting which will be presented for consideration at the Annual Meeting. If any other business should come before such meeting, the persons appointed by the enclosed form of proxy may, in their discretion, vote all such proxies in accordance with their own judgment. The persons appointed by the enclosed form of proxy also may, in their discretion, vote all proxiesoutcome with respect to matters incidentthe election of directors.

The Board of Directors recommends a vote FOR the election of Peter H. Woodward, Andrew J. Miclot, Richard B. Miles, Peter V. Anania, Joseph N. Forkey.

Director Biographies and Qualifications

The biographies of our directors and certain information regarding each director’s experience, attributes, skills and/or qualifications that led to the conductconclusion that the director should be serving as a Director of Precision Optics Corporation, Inc. are stated below.

Peter H. Woodward, age 49 – Chairman of the meeting.Board

Costs of Proxy Solicitation

The Company will bear all the costsMr. Woodward was appointed to our Board effective July 9, 2014 and as chairman of the solicitationBoard in connection with the sale and purchase agreement we entered into in July 2014. Mr. Woodward is the founder of proxies. TheMHW Capital Management, LLC, or MHW, a position he has held since September 2005. MHW specializes in large equity investments in public companies implementing operating strategies to significantly improve their profitability. From 1996 to 2005, Mr. Woodward was the Managing Director for Regan Fund Management, LLC. He served as the President and Chief Executive Officer and Director of Cartesian, Inc. from June 2015 to July 2018, and currently serves as Chairman of the Board and Chairman of Directors may arrangethe Audit Committee for TSS, Inc., and as the CEO of Innovative Power, LLC. Mr. Woodward holds a BA in economics from Colgate University and a Masters of International Affairs with brokerage housesa concentration in international economics and other custodians, nominees,finance from Columbia University. He is also a Chartered Financial Analyst.

Andrew J. Miclot, age 68 – Director

Mr. Miclot was appointed to our Board on March 2, 2016. Mr. Miclot has more than 35 years of leadership experience with medical device suppliers and fiduciariesbrings substantial global industry knowledge to forward solicitation materialsour Company. From September 2020 to May 2021, Mr. Miclot was President of Electromedical Products International, Inc., a medical device company treating anxiety, insomnia, depression and pain. Mr. Miclot was the President and Vice Chairman and Director of WishBone Medical, Inc., a pediatric orthopedic company dedicated to the beneficial ownersunmet needs of children suffering from orthopedic challenges from October 2017 to January 2019. He has been on the stock heldIndiana University Alumni Association Advisory Board from October 2016 to October 2021. From October 2015 to January 2018, Mr. Miclot served as President, CEO and Director of record by such persons, and the Company may reimburse themMicro Machine Co., a supplier of medical products for the reasonable out-of-pocket expenses incurred in so doing. In additionorthopedic and spinal industries. Prior to joining Micro Machine Co., from May 2013 to September 2014, Mr. Miclot was Executive Vice President of MicroTechnologies, Inc., a medical device supplier. Mr. Miclot was General Manager and Senior Vice President of ArthroCare Corporation from June 2009 to March 2013. From January 2008 to March 2009, Mr. Miclot was President, CEO and Director of Ascension Orthopedics, Inc. He was Vice President of Marketing for the solicitation of proxies by use of the mail, the Company may use the services of some of its directors, officers,orthopedic global business unit at Orthofix, Inc. from April 2007 to January 2008, and regular employees (who will receive no compensation therefrom in additionfrom March 1994 to their regular salaries) to solicit proxies personally or by mail or telephone.

PROPOSAL 1: ELECTION OF DIRECTOR

TO CONSIDER AND APPROVE THE RE-ELECTION OF RICHARD E. FORKEY TO OUR BOARD OF DIRECTORS.

Our Board of Directors is divided into three classes that are as nearly equal in number as possible, with staggered terms of office. Only one class is elected each year. Each director serves a three year term and until his or her successor has been duly elected and qualified. The Board of Directors has fixed the number of directors at six. The directors in Class III, Joseph N. Forkey and Richard Miles, will hold office until the annual meeting of stockholders in 2011 and until their successors have been duly elected and qualified. The Class II directors, Joel R. Pitlor and Donald A. Major, will hold office until the annual meeting of stockholders in 2010 and until their respective successors have been duly elected and qualified. The director in Class I, Richard E. Forkey, will hold office until the annual meeting of stockholders in 2009 and is standing for re-election.

The names, ages, business experience for at least the last five years, and certain other information regarding the current directors, are as follows:

(1)

Directors whose terms do not expire this year.

(2)

Richard E. Forkey is the father of Joseph N. Forkey.

Director Independence

During the fiscal year ended June 30, 2009, the individuals named in the table aboveApril 2007, he served as membersSenior Vice President with Symmetry Medical Inc., a medical device supplier and was also the Investor Relations Officer, after the NYSE IPO in December 2004 until April 2007. Mr. Miclot has a BA degree in Speech and Hearing and a MA degree in Audiology from Indiana University and an MBA from the Lake Forest Graduate School of our Board of Directors. Of those individuals, Messrs. Pitlor, Major andManagement, earned in 1991.

Dr. Richard B. Miles, are "independent" as defined in Rule 5605 of the Nasdaq Marketplace Rules. Our common stock is traded on the Over-The-Counter Bulletin Board, referredage 80 – Director

Professor Richard B. Miles was appointed to herein as the OTCBB. The OTCBB does not have a requirement that we have a majority of independent directors on our Board.

Board of Directors

During the fiscal year ended June 30, 2009, our Board of Directors held two meetings and acted by unanimous written consentin November 2005. He received his Ph.D. degree in Electrical Engineering from Stanford University in 1972 with a thesis on two occasions. Each director attended at least 75%nonlinear optics. He was a member of the meetingsMechanical and Aerospace Engineering faculty at Princeton University from 1972 until 2013, at which time he retired from his Princeton academic appointment and became Professor Emeritus and Senior Scholar. From 1980 to 1996 he served as Chairman of Engineering Physics at Princeton. In 2017 he joined Texas A&M University and was appointed TEES Eminent Professor of Aerospace Engineering. In 2019 he was named Distinguished University Professor and is currently the holder of the Board of Directors.

While we have no formal policy in place regarding board members' attendance at annual meetings of stockholders, we encourage their attendance at such annual meetings. There were three membersO’Donnell Foundation Chair V. He is a member of the BoardNational Academy of Directors in attendance at our 2008 Annual Meeting of Stockholders.

Information as to ownership of our securities by the nominee for director is included under the heading "Security Ownership of Certain Beneficial Owners and Management."

While the Board does not have a standing nominating committee, it does have a standing Audit CommitteeEngineering and a standing Compensation Committee.

Audit Committee

The Audit CommitteeFellow of the BoardNational Academy of Directors is currently composed of Messrs. Major and Miles. The Audit Committee has adopted a charter which is included as Appendix A to this Proxy Statement. The Audit Committee's primary function is to assist the Board of Directors in monitoring the integrity of our Company's financial statements, systems of internal control and the independence and performance of the independent registered public accounting firm. The Audit Committee's specifically enumerated powers and responsibilities include hiring and terminating the independent registered public accounting firm and pre-approving any engagements of the independent registered public accounting firm for audit and all permitted non-audit services. The Audit Committee held four meetings during the fiscal year ended June 30, 2009. Each of the Audit Committee members attended 100% of the meetings of the Audit Committee held during the fiscal year ended June 30, 2009.

The Board of Directors has made a determination that Mr. Major, Chair of the Audit Committee, qualifies as an audit committee financial expert meeting the criteria set forth in Item 407(d)(5) of Regulation S-K. We have determined that Mr. Major is "independent" as independence for audit committee members is defined in Rule 5605 of the Nasdaq Marketplace Rules and Rule 10A-3 of the Securities Exchange Act of 1934. Mr. Major has an understanding of generally accepted accounting principles and financial statements and has the ability to assess the general application of such principles in connection with the accounting for estimates, accruals and reserves.Inventors. He also has over seven years of experience, including five years in a supervisory capacity, auditing, analyzing and evaluating financial statements that had a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by our Company's financial statements. Additionally, Mr. Major served as the Chief Financial Officer to several public and private companies over a span of 18 years where he was responsible for preparing financial statements. He has an understanding of internal controls over financial reporting and an understanding of audit committee functions. Mr. Major earned his BA in Accounting in 1984 from Michigan State University.

Compensation Committee

The Board of Directors formed a compensation committee in April 2006. The Compensation Committee is currently composed of Messrs. Major and Miles, with Mr. Major serving as Chair of the committee. The Compensation Committee does not have a charter. The Compensation Committee's primary functions are to provide a general review of our Company's compensation and benefit arrangements and to review and establish compensation practices and policies for our officers. The Compensation Committee held no meetings during the fiscal year ended June 30, 2009.

Director Nomination Procedures

We believe that it is appropriate not to have a standing nominating committee because of the small size of the Board of Directors. The Board of Directors as a whole identifies and evaluates nominees for election to the Board of Directors. By having the Board of Directors as a whole consider and evaluate nominees, the Board of Directors weighs the input of all directors.

The process by which the Board of Directors considers nominees for membershipserves on the Board of Directors is flexible and based, generally, on the directors' assessment of the needs of our CompanyHertz Foundation and the extent to which existing directors meet those needs. Factors considered by the Board of Directors in evaluatingTrustees of Pacific University, Oregon and is a Fellow of the suitabilityOptical Society of America (OSA) and the American Institute Aeronautics and Astronautics (AIAA). In 1997 he founded Plasma TEC, Inc, and currently serves as its CEO. Professor Miles is a potential nominee may include, but not be limited to: businessvaluable member of our Board due to his depth of scientific experience and management experience, familiarity with the field of our Company's industrytechnologies, insight into the academic community, and products,familiarity with the abilitylatest developments and innovations in science and technology.

Peter V. Anania, age 68 – Director

On October 6, 2021, our Board appointed Mr. Peter V. Anania as a class II director for a three-year term or until his successor is duly elected or qualified. Peter V. Anania is President of Anania & Associates which he founded in 1987, and Anania & Associates Investment Company LLC, a private investment firm focused on privately held, manufacturing businesses which he founded in January 2008. Since November 2000, he serves as President and on the Board of Microwave Techniques LLC, Elmet Technologies, LLC, Polymer Laboratories & Solutions LLC and mWave Industries LLC. He has served in operating and board positions of numerous private companies in which he has invested and performed management consulting services to integrate with existing directorsnon-portfolio companies. Mr. Anania served on the Windham Town Council from 2011 to 2014, board of the Windham Economic Development Corporation, Maine Heritage Policy Center (Chairman); is a current Corporator for Bangor Savings Bank; an Emeritus Board member of the Maine International Trade Center participating in trade missions to Korea, the United Kingdom, Brazil, Argentina, Taiwan, Singapore, Germany, the Netherlands and Mexico; and serves as a charter member of Maine's District Export Council helping small businesses expand their export sales. He previously served on the board of the USM Alumni Association, the Family Crisis Center, the United Way Allocation Committee and Raye’s Mustard Mill in Eastport. Mr. Anania has a B.A. from the University of Maine in marketing and management and an MBA from the extent to which a potential nominee may satisfy applicable requirements such as independence or expertise requirements under the securities laws.University of Southern Maine.

The Board of Directors will consider director nominees recommended by stockholders and will assess the qualities of the candidate and needs of our Company as described above. Such recommendations should include the name, age, address, telephone number, principal occupation, background and qualifications of the nominee and the name, address, telephone number of and number of shares of common stock beneficially owned by the stockholder making the recommendation and should be sent to our Clerk at 22 East Broadway, Gardner, Massachusetts 01440. Such recommendations should be submitted to our Clerk prior to June 15 of the respective year in order to give us adequate time in order to consider the recommendations.

All of the stockholders holding shares of our common stock are entitled to cast one vote in person or by proxy for each share standing in their names and are entitled to elect one Class I director at the 2009 Annual Meeting. If a nominee is not available as a candidate when the election occurs, the persons named in the proxy may, in their discretion, vote for the election of such other person as the Board of Directors may designate or reduce the number of directors correspondingly. We have no reason to believe the nominee will not be available for election.

The Board recommends that the stockholders vote FOR the nominee for election to the Board. Proxies will be voted in favor of the nominee unless a stockholder has indicated otherwise in the proxy.

OTHER MATTERS

The Board of Directors does not know of any other matters that will be presented or acted upon at the 2009 Annual Meeting. If any other matter is properly presented at the 2009 Annual Meeting on which a vote may properly be taken, the shares represented by proxies will be voted in accordance with the judgment of the person or persons voting those shares.

EXECUTIVE OFFICERS

The following table below identifies our executive officers as of June 30, 2009:

Joseph N. Forkey, age 55 – Chief Executive Officer, President, Treasurer and Director

Dr. Joseph N. Forkey

41

Executive Vice President and Chief Scientific Officer

Jack P. Dreimiller

61

Senior Vice President, Chief Financial Officer and Clerk