GUIDETO STANDEX’S PROXY STATEMENT

INVITATIONTO 20202021 ANNUAL MEETINGOF

SHAREHOLDERS

Tuesday, October 20, 202026, 2021

9:00 a.m., local time

Standex International Corporation Corporate Headquarters

23 Keewaydin Drive, Suite 300, Salem, New Hampshire 03079^*03079*

Dear Shareholder,

We cordially invite you to attend Standex’s Annual Meeting of Shareholders. We hope that you will join me, our Board of Directors, and other shareholders at the meeting. The attached Notice of Annual Meeting of Shareholders and Proxy Statement contain information about the business that will be conducted at the meeting. Following the meeting, I will present information on Standex’s operations and welcome any questions from shareholders.

Your vote is important to us! If you plan on attending the meeting, you may vote your shares in person. If you cannot vote in person, we urge you to vote via your proxy card, over the phone or on the Internet prior to the meeting. Detailed instructions on how to vote are found onpage 5773.

Thank you in advance for voting your shares, and thank you for your continued support of Standex.

Sincerely,

NOTICEOF ANNUAL MEETINGOF

SHAREHOLDERS

Item 1 Election of Directors Set the size of the Board at seven and elect two directors to hold office for three-year terms ending on the date of the annual meeting in 2023; Item 2 Executive Compensation An advisory vote on the Companys executive compensation; and Item 3 Ratification of Independent Auditors Ratification of the appointment of Deloitte & Touche LLP as the Companys independent auditor for FY 2021.

Item 1 Election of Directors What am I voting on? Shareholders are being asked to set the number of directors at seven and to elect two director nominees to serve three-year terms. Voting recommendation: FOR the election of each Director nominee. The Board and the Nominating and Corporate Governance Committee believe that the two Director nominees possess the necessary qualifications and experiences to continue to provide advice to the Companys management and effectively oversee the business and the long-term interests of shareholders.

Our Board currently consists of seven directors; the election of Robin J. Davenport at the Annual Meeting would bring the board membership to eight. Prior to the 2020 annual meeting, the board had eight directors. At the 2020 annual meeting, Dr. Dan Hogan retired after 35 years of service. The Board had intended to recruit and nominate a successor to Dr. Hogan for election at the 2020 annual meeting. However, because of the challenges raised by the COVID-19 pandemic, the Board and Nominating & Corporate Governance Committee were unable to conduct a robust interview process in order to nominate a successor for election at the 2020 annual meeting. Over the past year, the Nominating & Corporate Governance Committee was able to engage in the recruitment process, and in April 2021, appointed Robin J. Davenport as a special advisor to the Board. She, along with the Class I directors, whose current terms are expiring, are being nominated for election to the Board.

We have three classes of directors, with each class being as equal in size as possible. The term of each class is three years. Classyears and class terms expire on a rolling basis, so that one class of directors is elected each year. The current Class I directors are Charles H. Cannon, Jr., Jeffrey S. Edwards and B. Joanne Edwards. With the addition of Ms. Davenport, the number of Class I directors would be four, leaving only two Class II directors and two Class III directors (terms expiring at the 2023 and 2022 annual meetings, respectively). To keep the class size as equal as possible, as required by the NYSE listing standards, the Board has nominated Ms. Davenport, Mr. Edwards, and Ms. Edwards as Class I directors, with terms expiring at the 2024 annual meeting, and Mr. Cannon as a Class II director, with a term for the two director nominees will expireexpiring at the 2023 annual meeting.

Dr. Hogan This will retire from the Board effective on the date of the 2020 Annual Meeting. We wish to thank Dr. Hogan for his long and valuable service to the Company. Since 1983, Dr. Hogan has guided the Board particularly in areas of executive assessment, leadership development and competency modeling. His deep historical knowledge and dignified, respectful presence will be missed. We wish him well in his retirement.

With Dr. Hogan’s retirement, shareholders are asked to set the number of directors at seven. Based on the recommendation of the Nominating and Corporate Governance Committee, the Board believes, at this time, that seven is the appropriate number of directors and that the seven remaining directors, after Dr. Hogan’s retirement, possess the skills, abilities and experience that will guide the Company well in the upcoming year. Initially, the Board had intended to recruit and nominate a successor to Dr. Hogan. However, the challenges raised by COVID-19 severely hindered this effort.

During the pandemic, face to face recruitment has provenenable each Class to be nearly impossible and the Board feels strongly that a robust interview process is preferably performed in person and not remotely. Moreover, the existing seven members of the Board have worked cohesively together since 2018. The balanced and seasoned membership is well positioned to fully address the challenges that may arise in the upcoming year.allow for orderly election cycles.

For all of these reasons,the foregoing, the Board recommends that shareholders set the number of directors at seveneight, elect Ms. Davenport, Mr. Edwards, and Ms. Edwards as Class I directors for three-year terms, expiring at the 2024 annual meeting, and elect David Dunbar and Michael A. HickeyMr. Cannon as a Class II directorsdirector for the three-yeara two-year term, expiring at the 2023 annual meeting.

Finally, it should be noted that the Board’s Nominating and Corporate Governance Committee has previously and remains committed to adding another female to the Board when it is able to appropriately recruit a new board member.

BOARD OFOF DIRECTORS MEMBERSHIP CRITERIA

The Board and the Nominating and Corporate Governance Committee believe that there are general qualifications that all directors must exhibit and other key qualifications and experiences that should be represented on the Board as a whole, but not necessarily by each individual director.

QUALIFICATIONS REQUIREDOF ALL DIRECTORS

The Board and the Nominating and Corporate Governance Committee require that each director be a recognized person of high integrity with a proven record of success in his or her field, and be able to devote the time and effort necessary to fulfill his or her responsibilities to the Company. Each director must demonstrate innovative thinking, familiarity with and respect for corporate governance requirements and practices, an appreciation of multiple global cultures and a commitment to sustainability and to dealing responsibly with social issues. In addition, potential director candidates are interviewed to assess intangible qualities, including the individual’s ability to engage in constructive deliberations, bothby asking difficult questions, and working collaboratively, with and respecting differing views of other Board members.

BOARD COMPOSITION & REFRESHMENT

The Board regularly reviews the skills, experience and background that it believes are desirable to be represented on the Board. On an annual basis, the Board reviews each director’s skills and assesses whether there are gaps that need to be filled. As a result, recruitment is an ongoing activity. A snapshot of our directors’ skills, including director nominees, is below, while the full skills matrix can be found under “Board Self-Assessment & Skills Matrix” of this Proxy Statement on page 34.

The Board aims to strike a balance between the experience that comes from long-term service on the Board with the new perspective that new Board members bring, while being sensitive to the benefits of gender and racial diversity. The Board also has a mandatory retirement policy, wherebyunder which no director may stand for re-election if he or she has reached the age of 75. OverThe election of Ms. Davenport would bring the refreshment to 6 directors, two of which are female and one of which is a racial minority, over the past 6 years, the Company has added 5 new directors due to Board refreshment, including Ms. Edwards, an African American female.8 years. We believe this balanced approach creates a renewed perspective that is beneficial to shareholders. Please refer to “Identifying and Evaluating Candidates for Board Membership” on page 2335 for further information.

SNAPSHOTOF 2021 DIRECTOR NOMINEESAND CONTINUING DIRECTORS

DEMOGRAPHICS

SKILLS

Our Consideration of DiversityDiversity of Board membership is important, because a variety of points of view improves the quality of dialogue, contributes to a more effective decision-making process and enhances overall culture in the boardroom.In evaluating candidates for Board membership, the Board and the Nominating and Corporate Governance Committee consider many factors based on the specific needs of the business and what is in the best interests of the Companys shareholders. This includes diversity of professional experience, race, ethnicity, gender, age and cultural background. In addition, the Board and the Nominating and Corporate Governance Committee focus on how the experiences and skill sets of each director complement those of fellow directors to create a balanced Board with diverse viewpoints and deep expertise.While the Board has made a decision to set the number of directors at seven for the 2021 fiscal year, as discussed above, diversity considerations will be included in future candidate searches.

2020 DIRECTOR NOMINEES

The following is biographical information for each director nominee and each continuing director. The information includes names, ages, principal occupations for at least the past five years, the year in which each director joined our Board and certain other information. The information is current as of September 8, 2020,10, 2021, except for each director’s age, which is current as ofOctober 20, 2020.26, 2021.

CLASS I DIRECTORS - TERM EXPIRING 2024:

David Dunbar Director Since: 2014, Chair Age: 58 Committees: N/A Business Experience >> Chair, Standex (since 2016) >> President & CEO, Standex (since 2014) >> President of Valves and Controls, Pentair Ltd., (2012-2014) >> President of Valves and Controls, Tyco Flow Control (2009-2012) >> Various managerial and executive roles, Emerson Electric (2004-2009)Mr. Dunbar has decades of executive experience with global manufacturing companies. His diverse background at various operational levels, coupled with his technical engineering education, provides a broad perspective to the Board. As President and CEO, Mr. Dunbar is uniquely positioned to report to the Board on Company activities and guide discussions regarding the Companys strategic growth priorities.Current Board Membership >> Watts Water Technologies, Inc.Past Board Membership >> None

Michael A. Hickey Independent Director Since: 2017 Age: 59 Committees: Audit, CompensationBusiness Experience>> President of Global Institutional, Ecolab Inc. (2012-2020)>> Executive Vice President of Institutional Sector North America, Ecolab Inc. (2011-2012)>> Executive Vice President of the Global Service Sector, Ecolab Inc. (2010-2011)>> Various executive and managerial roles, Ecolab Inc. (1985-2010)Prior to Mr. Hickeys retirement in February 2020, he enjoyed a distinguished career at Ecolab Inc., where he served in managerial and executive roles of increasing responsibility since 1984. Mr. Hickeys track record of leading a solutions-driven business with an intimate customer focus, together with his mergers and acquisitions, marketing and sales and operational experience provides a dynamic voice to the Board.Current Board Membership>> National Restaurant Association>> Womens Food Service Foundation>> St. Catherine UniversityPast Board Membership>> None

CLASS II DIRECTOR - TERM EXPIRING 2023:

REQUIRED VOTE & RECOMMENDATION

CONTINUING DIRECTORS

CLASS IIII DIRECTORS - TERM EXPIRING 2021:2022:

Charles H. Cannon, Jr. Independent Director Since: 2004 Age: 68 Committees: Audit, CompensationBusiness Experience >> Executive Chairman, JBT (2013-2014)>> Chairman and CEO, JBT (2008-2013)>> Vice President and Senior Vice President, FMC Technologies (2001-2008)>> Various managerial and executive positions, FMC Technologies (1994-2001)Mr. Cannon has several decades of senior executive experience at an international manufacturing company that operates in some of the same industries as our Company. Mr. Cannon contributes his demonstrated executive leadership skills, as well as his knowledge of corporate organization, finance and operations to the Board. Mr. Cannons technical and business education, coupled with his global perspective, provide a unique voice to our Board.Current Board Membership>> NonePast Board Membership>> JBT

Jeffrey S. Edwards Independent Director Since: 2014 Age: 58 Committees: Compensation (Chair), Nominating & Corporate GovernanceBusiness Experience>> Chairman, Cooper Standard (since 2013)>> CEO, Cooper Standard (since 2012)>> Corporate Vice President, Group Vice President and General Manager of the Automotive Experience Asia Group & North America, Johnson Controls, Inc. (2002-2012)>> Various managerial & executive positions, Johnson Controls, Inc. (1984-2002)Mr. Edwards successful and lengthy history of leading a global manufacturing business has enabled him to advise the Board in a myriad of ways, including how to address operational and growth challenges and how to execute both short and long-term performance strategies. Mr. Edwards contributes his management acumen, knowledge of global manufacturing and insight into peer practices to the Board.Current Board Membership>> Cooper Standard Holdings, Inc.>> Cooper Standard Foundation, Inc. (privately held)Past Board Membership>> None

CLASS II DIRECTORS - TERM EXPIRING 2023:

The Compensation Committee recommended, and our Board has approved, subject to shareholder approval, an amendment to and restatement of the 2018 Omnibus Incentive Plan (“OIP”). This amended and restated OIP would increase the number of shares authorized for grants under the OIP by 400,000 to 900,000 shares of our Common Stock. This is the first time we have requested approval to increase the number of shares authorized for issuance under the OIP.

B. Joanne Edwards Independent Director Since: 2018 Age: 64 Committees: Audit, Nominating & Corporate GovernanceBusiness Experience>> Senior VP & GM, Residential & Wiring Device Division, Eaton (2013-2017)>> VP & GM, Residential Products, Eaton (2011-2013)>> Senior Business Unit Manager, Residential Products, Eaton (2007-2011)>> President, Veris Industries LLC (2002-2007)Ms. Edwards distinguished career asWe are also seeking shareholder approval to amend Section 4(a) of the OIP regarding the method of determining the number of shares available for issuance under the OIP. This amended and restated OIP would require that for every share granted under an award under the OIP, the number of total shares available for issuance be reduced by 1.0. Currently, for awards that provide for a senior executiverange of potential payouts, the OIP requires shares available for issuance be reduced by the maximum number of shares which may be paid under such awards. By amending Section 4(a), we believe this method of determining shares available for issuance is a more accurate reflection of our historic awards and payouts, which have generally been at or below target levels.

Our Board recommends that shareholders approve the amended and restated OIP because it will allow the Company to successfully attract and retain the best possible candidates. We previously believed that the initial 500,000 authorized shares would be sufficient to cover our anticipated needs for a period of 5 years. However, we now believe that the initial authorized shares will be sufficient for anticipated grants during FY 2022, but will likely not be sufficient for grants in various global diversified manufacturing companies is of great benefit to our Board. Prior to her retirement, Ms. Edwards had increasingly responsible roles with strategic, financial and operational reach. She provides a wealth of insight into profit and growth strategies, both in the short term and the long term, which is beneficial toFY 2023. For these reasons, the Board as Standex continuesrecommends that shareholders approve an amended and restated OIP to execute on its growth strategiesincrease the number of Common Stock authorized for future awards to be granted under the OIP and initiatives. Ms. Edwards decadesto amend Section 4(a).

As of leadership and management experience adds value toJune 30, 2021, the Boards deliberations.Current Board Membership>> Amsted IndustriesPast Board Membership>> Pauline Auberle Foundation>> Self Enhancement Inc.>> Anesthesiologists, Inc.>> Terasys, Inc.

CLASS III DIRECTORS - TERM EXPIRING 2022:

Thomas E. Chorman Independent Director Since: 2004 Age: 66 Committees: Audit, Compensation, Nominating & Corporate Governance (Chair)Business Experience>> CEO, Solar LED Innovations, LLC (since 2008)>> CEO & President, Foamex (2001-2006)>> CFO, Ansell Healthcare (2000-2001)>> CFO, Armstrong World Industries (1997-2000)Mr. Chorman is a seasoned financial professional, with experience as a financial executive, an entrepreneur and a private equity investor. Mr. Chorman remains involved in the day to day financial reporting obligationsnumber of established, publicly traded, global companies as well as smaller startups. Mr. Chormans financial background provides a significant benefit to the Board when analyzing acquisition opportunities and when evaluating bothshares of Common Stock that remained available for future grants was 46,791 using the current financial resultsmethod of determining shares available for issuance, or 208,971 using the proposed method of determining shares available for issuance. If this proposal is approved, the combined 608,971 shares available under the OIP would represent approximately 5% of fully diluted Common Stock outstanding as of June 30, 2021. The Board believes that this number of shares represents a reasonable amount of potential equity dilution in light of the purposes of the OIP, as described below. If the amended and long range strategic plans of Standex .Current Board Membership>> NonePast Board Membership>> Symmetry Medical, Inc.>> Foamexrestated OIP is approved and we issue awards in amounts consistent with the three-year average burn rate described below, it is anticipated that the available shares will meet our needs for approximately 5 years. Assuming shareholders approve this proposal, we will file a Registration Statement on Form S-8 to register the additional Common Stock available for issuance.

SIGNIFICANT HISTORICAL AWARD INFORMATION

Thomas J. Hansen Independent Director Since: 2013 Age: 71 Committees: Audit (Chair)Business Experience>> Vice Chairman, ITW (2006-2012)>> Executive Vice President, ITW (1998-2006)>> Various managerial and executive roles, ITW (1980-1998)Current Board Membership>> Terex Corporation>> Mueller Water Products, Inc.Prior to his retirement, Mr. Hansen hadThe following table provides information regarding the grant of equity awards over the past three fiscal years. The information accounts for PSU awards at target rather than maximum.

TYPESOF AWARDS

Item 2 Advisory Vote on Executive Compensation>> What am I voting on?We are asking shareholdersSTOCK OPTIONS

Stock options give the holder the right to vote onpurchase shares of common stock at a specified price during specified time periods. The exercise price of an advisory basisoption granted under the OIP may not be less than the fair market value of the common stock on the date of grant. Stock options granted under the OIP have a maximum term of 10 years. The OIP authorizes both incentive stock options and nonqualified stock options. Incentive stock options can only be granted to employees of the Company or its subsidiaries and have an annual fair market value limit of $100,000 per recipient. Stock options are not a part of the Company��s current compensation program.

RESTRICTED STOCKAND RESTRICTED STOCK UNITS

Awards of Restricted Stock (“RSAs”) grant the recipient shares of common stock which are subject to certain vesting requirements. Restricted Stock Unit (“RSU”) awards grant the recipient the right to receive a certain number of common stock at vesting, subject to certain vesting requirements. Recipients of such awards do not have any voting rights until the vesting requirements are satisfied, unless the Compensation Committee determines otherwise. Vesting requirements include continued employment, achievement of pre-established goals or a combination of both. The Company currently grants time-based RSAs, which do have voting rights, and also grants RSUs as part of the Management Stock Purchase Plan, which do not have voting rights.

STOCK APPRECIATION RIGHTS

Stock Appreciation Rights (“SARs”) give the holder the right to receive, either in cash or common stock equivalent, the excess of the fair market value of one share of common stock on the date of exercise, over the exercise price of the SAR. The exercise price of the SAR may not be less than the fair market value of the common stock on the date of grant. SARs granted under the OIP have a maximum term of 10 years. SARs are not a part of the Company’s current compensation program.

UNRESTRICTED STOCK AWARDS

The Compensation Committee, in its discretion, may grant or sell to any eligible person shares of common stock free of restrictions. The sales price of such stock awards is determined by the Compensation Committee. The OIP allows the granting or selling of unrestricted stock awards as payment for past services or other valid consideration. Unrestricted stock awards cannot be sold, assigned, transferred, pledged or otherwise encumbered.

PERFORMANCE AWARDS

Performance awards grant the recipient the right to receive, either in cash or shares of common stock, a payout upon the attainment of pre-established performance goals. The Company’s current compensation program includes performance share unit awards, as a component of long-term equity incentive compensation, and performance cash awards, as annual short-term incentive compensation.

SHARES

MAXIMUM NUMBEROF SHARES AVAILABLE

With the amendment, the maximum number of shares of Company common stock which may be allocated to awards, including SARs, is 900,000 shares.

SHARE POOLAND SHARE COUNTING

With the amendment, each share issued pursuant to an award under the OIP will reduce the number of shares available by one share. Shares subject to awards under the OIP that terminate or expire unexercised, or are canceled, terminated, forfeited or lapse for any reason, or are exchanged for an award that does not involve the issuance of shares and shares underlying awards that are ultimately settled in cash, will become available for future grants of awards under the OIP. Similarly, in the event that a maximum payout is not reached, the unearned shares originally subject to the award will be added back to the share reserve. The following shares do not return to the share pool and are not available for issuance under the OIP: (i) shares used to pay the exercise price or withholding taxes related to an outstanding stock option or SAR; (ii) shares that are not issued or delivered upon the exercise of an SAR; and (iii) shares repurchased by the Company on the open market with proceeds from the exercise of a stock option.

EXPECTED DURATIONOFTHE SHARE RESERVE

If this proposal is approved by our shareholders, we expect that the share reserve under the OIP will be sufficient for awards for approximately 5 years. Expectations regarding future share usage could be impacted by a number of factors such as award type mix; hiring and promotion activity at the executive level; the rate at which shares are returned to the OIP’s share pool upon expiration, forfeiture or cash settlement; the future performance of our stock price; the consequences of acquiring other companies; and other factors. While we believe that the assumptions are reasonable, future share usage may differ from current expectations.

ADJUSTMENTSTO SHARE RESERVE

The number of shares allocated to the OIP shall be appropriately adjusted to reflect any subsequent equity restructuring, such as stock dividends, stock splits, reverse stock splits and similar matters affecting the overall number of the Company’s outstanding shares. Similarly, in the event of any other change in corporate capitalization, the Compensation Committee has the authority to make equitable adjustments to prevent dilution or enlargement of any rights granted under the OIP.

ADMINISTRATION

The OIP is administered by the Compensation Committee. The Compensation Committee has the authority to:

Additionally, the Compensation Committee may, by resolution, authorize any officer of the Company to designate employees as award recipients and determine the amount of such awards. This delegation is limited by: (i) not allowing the authorized officer to grant an award to an officer (defined as a reporting person under Section 16 of the Exchange Act); (ii) requiring the resolution to include the total number and/or dollar value of awards the officer is allowed to grant; and (iii) requiring the officer to periodically report to the Compensation Committee regarding the nature and scope of awards granted by the officer. Lastly, the Compensation Committee may expressly delegate to one or more of its members or to one or more officers of the Company or its affiliates or to one or more agents or advisors its administrative duties or powers under the OIP.

TREATMENTOF AWARDSUPON CERTAIN EVENTS

TERMINATIONOF CONTINUOUS SERVICE

The applicable award agreement or special plan document governing an award will specify the treatment of such award upon the termination of a participant’s continuous service. Continuous service means the absence of any interruption or termination of service as an employee, officer or director; provided that the following will not be considered an interruption in service: (i) a participant transfers employment, without interruption, between the Company and an affiliate or between affiliates, (ii) in the case of a spin-off, sale or disposition transaction where the Compensation Committee determines that no interruption will result or (iii) the participant is granted an unpaid leave of absence authorized in writing by the Company that does not exceed 12 months. The OIP defines an affiliate as any parent company of Company and each subsidiary of the Company, as those terms are defined in Section 424 of the IRC.

CHANGEIN CONTROL

Unless otherwise provided in an award agreement or any special plan document or separate agreement with a participant governing an award, upon the occurrence of a change in control (“CIC”) of the Company in which awards are not assumed by the surviving entity or otherwise converted into a Replacement Award, as defined in the OIP, the following shall occur:

Unless otherwise provided in an award agreement or any special plan document or separate agreement with a participant governing an award, if there is a change in control of the Company and a qualifying Replacement Award is provided to the participant, the participant shall not receive any automatic vesting or acceleration of the Replaced Award, as defined in the OIP. However, if a participant’s employment is involuntarily terminated other than for cause after such a change in control, then a participant’s Replacement Award in the form of:

FORFEITURE EVENTS

Awards under the OIP will be subject to any compensation recoupment policy that the Company may adopt from time to time that is applicable to the participant, including the claw back policy. An award agreement may specify that an award will be reduced, canceled, forfeited or recouped upon certain events, including (i) termination of employment for cause; (ii) violation of material Company policies; (iii) breach of noncompetition, confidentiality or other restrictive covenants that may apply to the participant; (iv) other conduct by the participant that is detrimental to the business or reputation of the Company; and (v) a later determination that the vesting of, or amount realized from, a performance award was based on materially inaccurate financial statements or performance metric criteria, whether or not the participant caused or contributed to such inaccuracy. The Company will also seek to recover any granted awards as required by the provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act or any other law or listing standards of the NYSE.

TERMINATION & AMENDMENT

The OIP became effective on October 23, 2018 and shall continue until October 23, 2028 unless earlier terminated by the Board or the Compensation Committee. The Board or the Compensation Committee may, at any time and from time to time, amend, modify or terminate the OIP, unless such an amendment or modification would require shareholder approval under applicable laws, regulations or the NYSE rules.

The Compensation Committee may amend, modify or terminate an outstanding award without the approval of the participant, provided however, (i) the value of such award may not be reduced or diminished without the participant’s consent; (ii) the original term of an option or SAR may not be extended without prior approval of the Company’s shareholders; (iii) subject to the anti-dilution provisions of the OIP, the exercise price of an option or base price of an SAR may not be reduced, directly or indirectly (such as an exchange of an “underwater” option or SAR for cash or for another award), without the prior approval of the Company’s shareholders; and (iv) no termination, amendment or modification of the OIP will adversely affect any award previously made under the OIP without the consent of the affected participant.

TAX CONSEQUENCESOF AWARDS

The following discussion is limited to a summary of the U.S. federal income tax provisions relating to the making, exercising and vesting of awards under the OIP and the subsequent sale of common stock acquired under the OIP. The tax consequences of awards may vary depending upon the particular circumstances, and it should be noted that the income tax laws, regulations and interpretations thereof change frequently. Participants should rely upon their own tax advisors for advice concerning the specific tax consequences applicable to them, including the applicability and effect of state, local and foreign tax laws.

NONSTATUTORY STOCK OPTIONS

There will be no federal income tax consequences to the optionee or to the Company upon the grant of a stock option under the OIP. When the optionee exercises a stock option, however, they will recognize ordinary income in an amount equal to the excess of the fair market value of the common stock received upon exercise over the exercise price, and the Company expects that it will be allowed a corresponding deduction. Any gain that the optionee realizes when the optionee later sells or disposes of the option shares will be short-term or long-term capital gain, depending on how long the shares were held.

STOCK APPRECIATION RIGHTS

At the time the award is granted, a participant receiving a SAR will not recognize income, and the Company will not be allowed a tax deduction. When the participant exercises the SAR, the amount of cash and the fair market value of any shares of common stock received will be ordinary income to the participant and the Company expects that it will be allowed a corresponding income tax deduction at that time.

RESTRICTED STOCK

Generally, the participant will not recognize income and the Company will not be allowed a tax deduction, at the time a restricted stock award is granted, provided that the award is subject to restrictions on transfer and is subject to a substantial risk of forfeiture. When the restrictions lapse, the participant will recognize ordinary income equal to the fair market value of the common stock as of that date (less any amount paid for the stock), and the Company will be allowed a corresponding income tax deduction at that time, subject to our named executive officersany applicable limitations under IRC Section 162(m). If the participant files an election under IRC Section 83(b) within 30 days after the date of grant of the restricted stock, they will recognize ordinary income as of the date of grant equal to the fair market value of the stock on that date (less any amount paid for the stock), and the Company will be allowed a corresponding income tax deduction at that time, subject to applicable IRC Section 162(m) limitations. Any future appreciation in the stock will be taxable to the participant at capital gains rates. However, if the stock is later forfeited, the participant will not be able to recover the tax previously paid pursuant to the election. To the extent unrestricted dividends are paid during the restricted period under the applicable award agreement, any such dividends will be taxable to the participant as ordinary income and will be deductible by the Company unless the participant has made an election under IRC Section 83(b), in which case the dividends will thereafter be taxable to the participant as dividends and will not be deductible by the Company.

STOCK UNITS

A participant will not recognize income, and the Company will not be allowed a tax deduction, at the time a stock unit award is granted. Stock unit awards are typically RSUs or PSUs. Upon receipt of shares of common stock (or the equivalent value in cash) in settlement of a stock unit award, a participant will recognize ordinary income equal to the fair market value of the common stock or other property as of that date, and the Company will be allowed a corresponding income tax deduction at that time, subject to any applicable limitations under IRC Section 162(m).

CASH-BASED AWARDS

A participant will not recognize income at the time a cash-based award is granted (for example, when the performance goals are established). Upon receipt of cash in settlement of the award, a participant will recognize ordinary income equal to the cash received. The Company will be allowed a corresponding income tax deduction at the time the award is accrued under GAAP, as long as the award is settled within 2 1/2 months of the end of the fiscal year and subject to any applicable limitations under IRC Section 162(m). Otherwise, the Company will be allowed a corresponding income tax deduction at the time the award is paid.

IRC SECTION 409A

If an award is subject to IRC Section 409A (which relates to nonqualified deferred compensation plans), and if the requirements of Section 409A are not met, the taxable events as described above could apply earlier than described, and could result in the imposition of additional taxes and penalties. All awards that comply with the terms of the OIP, however, are intended to be exempt from the application of Section 409A or meet the requirements of Section 409A in order to avoid such early taxation and penalties.

TAX WITHHOLDING

The Company has the right to deduct or withhold, or require a participant to remit to the Company, an amount sufficient to satisfy the Company’s federal, state and local tax withholding obligations (including employment taxes) imposed by law with respect to any exercise, lapse of restriction or other taxable event arising as a result of an award under the OIP. The Compensation Committee may, at the time the award is granted or thereafter, require or permit that any such withholding requirement be satisfied, in whole or in part, by delivery of, or withholding from the award, shares having a fair market value on the date of withholding equal to the amount required to be withheld for tax purposes.

BENEFITSTO NAMED EXECUTIVE OFFICERS & OTHERS

Because awards under the OIP are discretionary, benefits or amounts that may be received by or allocated to eligible participants are not presently determinable. No awards that are contingent upon obtaining shareholder approval of the amendment of the OIP have been made.

The following table shows all of the awards under the OIP for FY 2021:

REQUIRED VOTE & RECOMMENDATION

Approval of this Proxy Statement.>> Voting recommendation:FORproposal will require the say-on-payaffirmative vote of a majority of the votes cast in person or represented by proxy. Abstentions will not count as votes cast on this proposal, so abstentions will have no effect on the outcome. Broker non-votes will not be considered to have voted on this proposal, so will have no effect on the outcome.

The Board recommends that you vote “FOR” the amendment to and restatement of the 2018 Standex Omnibus Incentive Plan.

At each annual meeting, the Board provides shareholders with the opportunity to cast an advisory vote to approve the compensation of our named executive officers. Please see the “Summary Compensation Table” starting on page 4864 for full details. This proposal, commonly known as a “Say on Pay” proposal, gives our shareholders the opportunity to endorse or not endorse our executive compensation programs and policies and the total compensation paid to our named executive officers. This advisory vote does not address any specific element of compensation, but rather the overall compensation of our named executive officers and our compensation philosophy, policies and practices, as detailed in the “Compensation Discussion & Analysis” starting on page 3147.

Although this vote is non-binding, the Board values the opinions of the Company’s shareholders and will consider the outcome of the vote when making future compensation decisions for our named executive officers.

As described in more detail in the Compensation Discussion and Analysis (“CD&A”) section, we have designed our executive compensation programs to align the long-term interests of our executives with those of our shareholders, attract and retain talented individuals and reward current performance. A large portion of the compensation is tied to the Company’s performance and is paid in both performance and time-based equity that does not vest for 3 years.equity. This closely aligns both the short-term and long-term interests of our executives with those of shareholders and drives the creation of shareholder value.

We encourage shareholders to review the CD&A, which describes our philosophy and business strategy underpinning the programs, the individual elements of the compensation programs and how our compensation plans are administered.

REQUIRED VOTE & RECOMMENDATION

Approval of this advisory proposal will require the affirmative vote of a majority of the votes cast in person or represented by proxy. Abstentions will not count as votes cast on this proposal, so abstentions will have no effect on the outcome. Broker non-votes will not be considered to have voted on this proposal, so will have no effect on the outcome.

The advisory vote on executive compensation is non-binding, therefore, our Board will not be obligated to take any compensation actions or adjust our executive compensation programs or policies as a result of the vote. Notwithstanding, the resolution will be considered passed with the affirmative vote of the majority of the votes cast at the Annual Meeting.

The Board recommends that you vote “FOR” the following non-binding resolution:

RESOLVED, that the compensation of the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby APPROVED.

Every six years, as required by the Dodd-Frank Wall Street Reform and Consumer Protection Act, the Board provides shareholders with the opportunity to cast an advisory vote on the frequency of the advisory vote to approve our executive compensation. This year, we are seeking a non-binding determination from our shareholders as to how often the “Say on Pay” advisory vote should be held. Shareholders have the following frequency options to choose from: each year, every two years or every three years.

When this advisory vote was last held in 2015, shareholders indicated a preference to hold the advisory vote on executive compensation each year and the Board continued this practice.

The Board continues to believe that an annual advisory Say on Pay vote is the most appropriate policy for our shareholders and the Company at this time. An annual advisory vote allows the Board to receive timely, ongoing feedback from our shareholders. This assists the Board in taking shareholder views into account when considering changes to the executive compensation program. Additionally, an annual advisory vote is currently the standard desired by many shareholders.

Although this vote is non-binding, the Board values the opinions of the Company’s shareholders and will consider the outcome of the vote when making future decisions on the frequency of our Say on Pay proposals.

REQUIRED VOTE & RECOMMENDATION

While the Board recommends an annual advisory vote on executive compensation, shareholders may vote to hold the advisory vote on executive compensation each year, every two years or every three years.

Abstentions will not count as votes cast on this proposal, so abstentions will have no effect on the outcome. Broker non-votes will not be considered to have voted on this proposal, so will have no effect on the outcome.

The advisory vote on the frequency of holding the advisory vote on executive compensation is non-binding, therefore, our Board will not be obligated to take any actions or change the frequency as a result of the vote.

The Board recommends that you vote “FOR” holding the advisory vote on the compensation paid to our named executive officers with a frequency of “ONE YEAR”.

Item 3 Ratification of Independent Auditors>> What am I voting on?We are asking our shareholders to ratify the selection of Deloitte & Touche LLP as the independent auditors of our consolidated financial statements and our internal controls over financial reporting for FY 2021.>> Voting recommendation:FOR the ratification of the Audit Committees selection of Deloitte & Touche LLP

The Audit Committee has approved Deloitte & Touche LLP (“Deloitte”) to serve as our independent registered public accounting firm for the 20212022 fiscal year. Deloitte was appointed on August 26, 2020 after a competitive process and careful deliberation.2020. The Company hasdid not engagedengage Deloitte at any time during the last two years before the appointment for any accounting-related matter. In the time since Deloitte’s appointment, Deloitte’s reports on the Company’s financial statements did not contain any adverse opinion or a disclaimer of opinion, nor was Deloitte’s opinion qualified or modified as to uncertainty, audit scope or accounting principles.

Grant Thornton LLP (“Grant Thornton”) hashad served as the Company’s independent auditors since 2014.from 2014 until their replacement on August 26, 2020 as the result of a competitive process. During thisthat time, there have beenwere no disagreements between the Company and Grant Thornton on any matter of accounting principles or practices, financial statement disclosures or auditing scope or procedure. Also, during thisthat time, Grant Thornton’s report on the Company’s financial statements did not contain any adverse opinion or a disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope or accounting principles.

We are asking our shareholders to ratify the appointment of Deloitte as our independent registered public accounting firm. Although shareholder ratification is not required, the Board is submitting the proposal because we value our shareholders’ views on the Company’s independent auditor and as a matter of good corporate practice. In the event that our shareholders fail to ratify the appointment, the Audit Committee will investigate the reasons and consider selecting a different firm. Even if the selection is ratified, the Audit Committee may select a different independent auditor at any time during the year if it determines such a change would be in the best interests of the Company and its shareholders.

A representative from Grant ThorntonDeloitte will be available at the Annual Meeting to, as requested, make a statement, speak with shareholders or answer anyrespond to appropriate questions.

PRE-APPROVAL POLICY

All services performed in FY 20202021 were pre-approved by the Audit Committee in accordance with the Audit Committee’s charter. The pre-approval policy requires the independent auditor to submit an itemization of the services to be provided and fees to be incurred during the fiscal year. The Audit Committee approves the scope and timing of the external audit plan and focuses on any matters that may affect the scope of the audit or the independence of the independent auditor. In that regard, the Audit Committee receives certain representations from the independent auditor regarding its independence and the permissibility, under the applicable laws and regulations, of any services provided.

Once the initial audit plan has been approved, any requests for additional services or fees must be submitted to the Audit Committee for approval. These additional services may not commence until the Audit Committee reviews and approves the request.

These requests for approval are normally evaluated during regularly scheduled Audit Committee meetings. However, if a request is submitted between meeting times, the CFO or the Chair of the Audit Committee may approve the request pursuant to a delegation of authority. For the CFO, this approval authority is limited to services valued at less than $25,000, while for the Chair of the Audit Committee, the approval authority is limited to services valued at less than $100,000. Any requests for services exceeding $100,000 must be approved by the full Audit Committee. If either the CFO or the Chair has exercised their approval authority, they must disclose all approval determinations to the full Audit Committee at the next regularly scheduled meeting.

RELATIONSHIPWITH INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee reviews all relationships between the independent auditor and the Company, including the provision of non-audit services. Grant ThorntonDeloitte has provided limited non-audit services during FY 2021 related to the Company, which are made up of agreed upon procedures performed in Ireland in connection with a government grant.tax compliance and tax advisory services.

The Audit Committee considered the effect of Grant Thornton’sDeloitte’s non-audit services in assessing its independence. After discussion with Company management and Grant Thornton,Deloitte, the Audit Committee concluded that the provision of these services was permitted under the rules and regulations concerning auditor independence.

INDEPENDENT AUDITOR’S FEES

The following table summarizes the aggregate fees for Grant Thornton’saudit and non-audit services incurred by the Company. The Audit Committee pre-approved all of these audit and non-audit fees in accordance with the pre-approval policy described above. The fees for FY 2020 shown below were for Grant Thornton’s services, while the fees for FY 2021 were for Deloitte’s services.

REQUIRED VOTE & RECOMMENDATION

Approval of this advisory proposal will require the affirmative vote of a majority of the votes cast in person or represented by proxy. Abstentions will not count as votes cast on this proposal, so abstentions will have no effect on the outcome. Broker non-votes will be considered as a vote “FOR” this proposal.

The Board recommends that you vote “FOR” the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the 20212022 fiscal year.

The purpose of corporate governance is to ensure that we maximize shareholder value consistent with a business model of integrity, ethical practices and compliance with all applicable law.

As part of its duties to the Company, the Board monitors and oversees the proper safeguarding of the assets of the Company, the maintenance of appropriate financial and other internal controls and the Company’s compliance with applicable laws and regulations. Additionally, the Board monitors and oversees the governance practices of the CEO and senior management.

KeyIn order to serve the best interests of shareholders while carrying out its purpose, the Board has established internal guidelines — the Corporate Governance MaterialsCertificateGuidelines — designed to promote effective oversight of Incorporation By-LawsCorporate Governance GuidelinesCharter for eachthe Company’s governance program and principles, beginning with the Board committeeCode of ConductCode of Ethics for Senior Financial ManagementYouitself. You can access these materials by going to ir.standex.com and clicking on Governance.“Governance.” See page 5975 for instructions on receiving copies of these corporate governance materials.

COMPLIANCE

We view compliance with applicable laws and regulations as a foundational minimum for ethical business practices. The Board oversees our compliance policies and procedures to ensure the effective performance of management’s duties. Having our Code of Conduct apply to all employees, as well as the Board, sends the message that we are all committed to doing the right thing. Our specific compliance policies detail the ethical framework found in the Code of Conduct. Together, these compliance efforts assure that we act effectively and efficiently in the best interests of shareholders.

RISK

The CEO and other members of senior management are primarily responsible for managing the risks the Company faces. Our Enterprise Risk Management process is driven by our Corporate Governance Officer (a senior member of our internal legal department), in cooperation with the Company’s Director of Internal Audit, risk management department, CFO and other members of senior management. Risks are assessed and categorized in order to put in place appropriate mitigation plans. Risk factors are reviewed and rated according to their likelihood of occurrence, financial and intangible impact if occurrence took place, and velocity (how quickly the risk could affect the business). Mitigation plans are developed for the top identified risks. These risk assessments and mitigation plans are presented to the full Board for review and discussion.

Given the presence and impact of the COVID-19 pandemic, a custom created risk assessment and mitigation tool has been implemented to aid in planning for pandemic contingencies.

The Board’s responsibility regarding risk management is to oversee the Company’s risk management policies and procedures and provide guidance on the overall effectiveness of the policies and procedures. To fulfill this responsibility, the Audit Committee receives reports, on a quarterly basis, regarding the risks that have been identified and the measures that are being taken. The Audit Committee also receives reports on a regularly scheduled quarterly basis, presented by our Corporate Governance Officer and our Chief Legal Officer regarding material litigation, legal loss contingencies and calls received on our whistleblower hotline. The Board is regularly informed through the Audit Committee’s reports and through direct communications from senior management.

The Board and each committee’s risk oversight roles, as provided in their respective charters, are evaluated on an annual basis to determine whether the risk oversight responsibilities are being discharged effectively. The Board undertook this evaluation in FY 2020 and found that changing the current structure of risk oversight was not warranted. Other risk factors facing the Company are described in the Annual Report on Form 10-K, filed on August 25, 2020, under the Part I Section entitled “Item IA. Risk Factors.”

Board of Directors: Oversees Major Risks" Strategic" Competitive" Financial" Cybersecurity" Operational" Legal" Regulatory" Succession PlanningCommitteesAudit Committee Primary Risk Oversight" Financial statement integrity & reporting" Major financial & other business risk exposure" Oversight of the independent auditor" Legal, regulatory & compliance" Internal controlsCompensation Committee Primary Risk Oversight" Employee compensation practices and policies" Administration of compensation policies and programs" CEO Succession planningNominating & Corporate Governance CommitteePrimary Risk Oversight" Governance structure and processes" Legal and policy matters concerning corporate governance" Board membership candidacyManagement: Key Risk Responsibilities" Business Units identify and manage business risks" Design of risk framework, including risk appetite and boundaries" Internal Audit provides independent assurance regarding the design and effectiveness of our internal controls

BOARD COMMITTEES

The Board maintains three Committees:

Only independent directors are eligible to serve on these Board committees. Each committee is governed by a written charter. To view the charters of the Audit Committee, Compensation Committee and Nominating and Corporate Governance (“N&CG”) Committee, go to ir.standex.com, click on “Governance,” then “Committee Charters.”

MEETINGSOFTHE BOARD: DIRECTOREETING ATTENDANCE

Under our Corporate Governance Guidelines, directors have a duty to attend, whenever possible, all Board and committee meetings for committees on which the director serves. The Board held 97 meetings in FY 2020.2021, while the Committees of the Board held a total of 15 meetings. Each director attended at least 75%75 % of the meetings of the Board and each of the committees on which such director served during FY 2020.2021. All Board members attended the Company’s 20192020 annual meeting of shareholders. The Company anticipates that all of the Board members will attend the 20202021 Annual Meeting.

REPORTOFTHE AUDIT COMMITTEE

The Company’s internal controls and financial reporting are a multi-faceted undertaking, monitored and overseen by the Audit Committee. The Company’s management has the primary responsibility for the Company’s internal controls and financial reporting process. The independent auditors are responsible for performing an independent audit of the Company’s consolidated financial statements and reporting on the Company financial statements’ conformity with generally accepted accounting principles. Additionally, the independent auditors are responsible for providing an attestation on management’s assessment of the Company’s internal controls over financial reporting. The Audit Committee’s responsibility is to monitor and oversee all of these processes on behalf of the Board. This responsibility includes engaging the independent auditors, pre-approving their annual audit plan and reviewing their annual audit report.

In this context, the Audit Committee has reviewed and discussed the consolidated financial statements with management and Grant Thornton.Deloitte. The Audit Committee has also reviewed management’s assessment of the effectiveness of the Company’s internal controls over financial reporting and Grant Thornton’sDeloitte’s evaluation of these controls. The Audit Committee further discussed matters required to be discussed by the applicable requirements of the PCAOB and the SEC. Grant ThorntonDeloitte has provided to the Audit Committee the written disclosures and the letter required by the PCAOB and has discussed with the Audit Committee its independence from the Company and Company management. Finally, the Audit Committee considered whether Grant Thornton’sDeloitte’s provision of non-audit services to the Company was compatible with maintaining its independence.

Based on these reviews and discussions, the Audit Committee has recommended to the Board that the audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the year ended June 30, 20202021 for filing with the SEC.

Thomas J. Hansen, Chair

Charles H. Cannon, Jr.

Thomas E. Chorman

B. Joanne Edwards

Michael A. Hickey

32		2021 PROXY STATEMENT

Compensation Committee2020 Members:Jeffrey S. Edwards (Chair)Charles H. Cannon, Jr.Thomas E. ChormanMichael A. HickeyIndependence: 14 out of 4Meetings held in 2020:4Key ResponsibilitiesRetaining or terminating compensation consultants; Reviewing and approving corporate goals and objectives regarding CEO compensation; Recommending salary structures and compensation plans to the Board; Reviewing and approving performance and operating goals under incentive plans for senior management; Reviewing and approving senior management's employment agreements, severance agreements and CIC agreements; Recommending changes to non-employee director compensation to the Board; Reviewing management's Compensation Discussion and Analysis to be included in the Proxy Statement; andReviewing the results of the say-on-pay resolution and other input received from our shareholders on compensation practices.1 The Board has determined that each member of the Compensation Committee meets the independence standards set forth in the SEC rules and required by the NYSE

Under our long-term incentive plans, the Compensation Committee may delegate some decision-making authority regarding awards to the CEO. This authority is limited to granting and approving awards for designated individuals, as long as such individuals are not officers of the Company, as determined by the Board, or directly report to the CEO. Currently, the Compensation Committee has delegated authority to Mr. Dunbar to grant such awards subject to a pool limit authorized by the Committee. The Compensation Committee has not delegated any of its other authority to any individual.

Nominating & Corporate Governance Committee 2020 Members: Thomas E. Chorman (Chair) B. Joanne Edwards Jeffrey S. Edwards Daniel B. Hogan Independence: 4 out of 4 Meetings held in 2020: 3 Key Responsibilities Drafting and reviewing the Corporate Governance Charter, Corporate Governance Guidelines and each committee charter; Monitoring all charters' compliance with laws, rules and regulations and recommending changes as appropriate; Reviewing the Company's policies and procedures for compliance with the Company's Code of Conduct and Code of Ethics for Senior Financial Management; Evaluating Board and committee memberships; Selecting and recommending candidates for Board membership; Retaining or terminating search firms to identify candidates for Board membership; and Establishing and leading the Board performance review process to measure the effectiveness of the Board, its committees and the individual directors.

REPORTOFTHE NOMINATING & CORPORATE GOVERNANCE COMMITTEE

The duties and responsibilities of the Nominating and Corporate Governance Committee are broad. The N&CG Committee operates pursuant to the Corporate Governance Charter. In fulfilling the responsibilities and duties contained therein, the N&CG Committee actively reviews all Board principles, guidelines and charters. The N&CG Committee also maintains responsibility for overseeing senior management’s compliance with the Code of Conduct and Code of Ethics for Senior Financial Management. The N&CG Committee further identifies and evaluates candidates for Board membership, evaluates Board committee membership and recommends Company employees for election to Company officer roles. The N&CG Committee is also responsible for overseeing the Company’s ESG strategy. Lastly, the N&CG Committee establishes and maintains a Board performance review process and recommends changes to the Board based on the review.

CBODEOF CONDUCTAND CODEOF ETHICSFOROARD SENIORELF-ASSESSMENT F& SINANCIALKILLS MANAGEMENTATRIX

Management has the primary responsibility for creating, maintaining and administering programs to ensure employees’ compliance with the Code of Conduct and the Code of Ethics for Senior Financial Management, (the “Codes”), both of which are available by going to ir.standex.com, clicking on “Governance,” and then clicking on “Policies.” The N&CG Committee routinely receives updates from the Corporate Governance Officer on the existing programs and any proposed programs.

During the past fiscal year, the Company substantially revised the Code of Conduct as the prior format was overly formalistic. The updated Code of Conduct is easier for global employees to use and understand and is more visually appealing. The revised Code of Conduct is available by going to ir.standex.com, clicking on “Governance,” and then clicking on “Policies.” It was approved by the N&CG Committee and by the Board on July 23, 2020. During FY 2021, each director and employee will be asked to review and affirm their compliance with the updated Code of Conduct.

The Company also utilizes an online interactive compliance training program to educate employees on the Codes as well as other regulatory and workplace compliance topics. Employees are assigned training modules on a regular basis to promote ongoing awareness of ethics issues. The Company divisions routinely customize the modules to address ethics issues specific to their organizations.

The N&CG Committee is also responsible for evaluatinghas developed and approving requests for waiversimplemented a prescribed self-evaluation process to assess the configuration and enhance the functionality of the Codes. Any request must be submitted,Board and each of its committees. This process identifies current Board members’ attributes, expertise and experiences and creates a skills matrix, which is used to identify areas of improvement within Board structure and committee configuration. The self-evaluation is instrumental in writing,evaluating the future needs of the Board in relation to the ChairCompany’s strategic goals and identifying the qualifications that a future candidate should have to aid in the achievement of those strategic goals. The matrix shown below details the N&CG Committee, who then reports the submission to the whole N&CG Committee. The N&CG Committee then provides their recommendation on the request to the Board. Any waivers granted to executive officersskills that are disclosed to shareholders as soon as practicable via the Company’s website. No waivers have been granted during FY 2020 or during any prior period.evaluated, a description of those skills and how many Board members and nominees are proficient in a particular skill.

Additionally, a third-party global, multi-language hotline is available 24/7 at every Company location worldwide, for anonymous reporting of financial, accounting, auditing or other employee concerns. This communication tool is a beneficial outlet for employees to express concerns.

IDENTIFYINGAND EVALUATING CANDIDATESFOR BOARD MEMBERSHIP

The N&CG Committee is responsible for recommending candidates for Board membership when the N&CG Committee has identified a need to add new members or when there is a vacancy. The N&CG Committee has not established specific, minimum qualifications for director nominees. However, the N&CG Committee strives to find candidates whose skills complement the needs presented by the global, multi-sector, engineered manufacturing operations of the Company and whose skills include analytical financial expertise and strategic planning. Candidates must also possess characteristics, such as integrity and sound judgment, that would enable the Board to function cohesively and effectively. The N&CG Committee also evaluates whether a particular candidate has the capacity and desire to make a significant time commitment to serving on the Board. Finally, the Committee focuses on prioritizing the identification of candidates with gender, ethnic and racial diversity who will lend nuanced perspectives to Board discussions.

To identify such candidates, the N&CG Committee has the authority to retain a third-party search firm and to consider suggestions byfrom directors, shareholders and management. The N&CG Committee ensures that the pool of candidates reflects a range of professional experience and expertise as well as diversity of gender, race and ethnicity by instructing the search firm to seek out and present diverse candidates who may expand the perspectives of the Board. The N&CG Committee views diversity expansively and considers depth and breadth of relevant business experience, leadership performance and strategic acumen alongside other immutable characteristics that a candidate may possess.

The N&CG Committee reviews and evaluates each candidate by taking into account all available information concerning the candidate. All candidates, whether identified by a third-party search firm, the directors, management or shareholders, are evaluated based on the same criteria. The candidates must also fit within the existing composition of the Board to be recommended to the Board as a prospective nominee. As noted earlier in thisIn the FY 2020 Proxy Statement, the Board remains committed to adding another female to the Board when itBoard; Robin J. Davenport is able to appropriately recruit a new board member.nominated herein for election.

Shareholders may submit recommendations for future candidates by notifying the N&CG Committee, in writing, using the process described under “How Can I Submit a Shareholder Proposal or Director Nomination?” on page 5874. Please attach any appropriate supporting materials. Shareholders may submit direct nominations for inclusion in the Company’s Proxy Statement by following the process described under “How Can I Submit a Shareholder Proposal or Director Nomination?” on page 5874.

BCOARDODEOF CONDUCTAND CODEOF ETHICSFOR SELFENIOR-A FSSESSMENTINANCIAL MANAGEMENT

Management has the primary responsibility for creating, maintaining and administering programs to ensure employees’ compliance with the Code of Conduct and the Code of Ethics for Senior Financial Management, (the “Codes”), both of which are available by going to ir.standex.com, clicking on “Governance,” and then clicking on “Policies.” The N&CG Committee routinely receives updates from the Corporate Governance Officer on the existing programs and any proposed programs. On an annual basis, employees are presented with a copy of the Code of Conduct and must affirm their compliance with it.

The Company also utilizes an online interactive compliance training program to educate employees on the Codes as well as other regulatory and workplace compliance topics. Employees are assigned training modules on a regular basis to promote ongoing awareness of ethics issues. The Company divisions routinely customize the modules to address ethics issues specific to their organizations.

The N&CG Committee has developedis also responsible for evaluating and implemented a prescribed self-evaluation process to assess the configuration and enhance the functionalityapproving requests for waivers of the Board and each of its committees. This process identifies current Board members’ attributes, expertise and experiences and creates a skills matrix, which is usedCodes. Any request must be submitted, in writing, to identify areas of improvement within Board structure and committee configuration. The self-evaluation is instrumental in evaluating the future needsChair of the Board in relationN&CG Committee, who then reports the submission to the whole N&CG Committee. The N&CG Committee then provides their recommendation on the request to the Board. Any waivers granted to executive officers are disclosed to shareholders as soon as practicable via the Company’s strategic goals and identifyingwebsite. No waivers have been granted during FY 2021 or during any prior period.

Additionally, a third-party global, multi-language hotline is available 24/7 at every Company location worldwide, for anonymous reporting of financial, accounting, auditing or other employee concerns. This communication tool is a beneficial outlet for employees to express concerns. During FY 2021, the qualificationsCorporate Governance Officer engaged in a future candidate should havecompliance check to aidensure that (i) hotline posters were prominently placed in each global location, in the achievement of those strategic goals.local language and that (ii) the international dialing codes provided access to the hotline. The Company continues to believe that all employees across the globe should and do have full access to this communication and reporting tool.

Thomas E. Chorman, Chair

B. Joanne Edwards

Jeffrey S. Edwards

Daniel B. Hogan

KEYADDITIONALREASOF GBOVERNANCEOARD MOATTERSVERSIGHT

The key responsibilities of the Board, as a whole, include oversight of business strategy; succession planning for the CEO and for senior management; oversight of compliance; oversight of risk management; and oversight of ESG strategy and initiatives.

CSORPORATETRATEGY

Oversight of the Company’s business strategy and strategic planning is a key responsibility of the Board. The Board believes that overseeing and monitoring strategy is a continuous process - one that involves constant assessment to ensure that Company performance in the short and in the long term are consistent with creating and maximizing shareholder value. The Company’s management, on the other hand, are tasked with executing the business strategy. The Board receives regular updates and actively engages with senior management to monitor execution of the business strategy.

SUCCESSION SPOCIALLANNING

The Board believes that one of its primary responsibilities is to oversee the development and retention of senior talent and to ensure that an appropriate succession plan is in place for our CEO and other members of senior management. To this end, the Board undergoes an annual review process with the CEO, members of senior management, as well as division leaders, to develop, evaluate and make adjustments to succession plans.

RESPONSIBILITYISK/STANDEX CARES

The CEO and other members of senior management are primarily responsible for managing the risks the Company faces. Our Enterprise Risk Management process is driven by our Corporate Governance Officer (a senior member of our internal legal department), in cooperation with the Company’s Director of Internal Audit, risk management department, CFO and other members of senior management. Risks are assessed and categorized in order to put in place appropriate mitigation plans. Risk factors are reviewed and rated according to their likelihood of occurrence, financial and intangible impact if occurrence took place, and velocity (how quickly the risk could affect the business). Mitigation plans are developed for the top identified risks. These risk assessments and mitigation plans are presented annually to the full Board for review and discussion.

The Board’s responsibility regarding risk management is to oversee the Company’s risk management policies and procedures and provide guidance on the overall effectiveness of the policies and procedures. To fulfill this responsibility, the Audit Committee receives reports, on a quarterly basis, regarding the risks that have been identified and the measures that are being taken. Additionally, the Audit Committee receives reports on a regularly scheduled quarterly basis, presented by our Corporate Governance Officer and our Chief Legal Officer regarding material litigation, legal loss contingencies and calls received on our whistleblower hotline. The Board is regularly informed through the Audit Committee’s reports and through direct communications from senior management.

The Board and each committee’s risk oversight roles, as provided in their respective charters, are evaluated on an annual basis to determine whether the risk oversight responsibilities are being discharged effectively. The Board undertook this evaluation in FY 2021 and found that changing the current structure of risk oversight was not warranted. Other risk factors facing the Company are described in the Annual Report on Form 10-K, filed on August 13, 2021, under the Part I Section entitled “Item IA. Risk Factors.”

36		Standex is committed to corporate social responsibility through our own actions and through the actions of our supply chain. We have a Supplier Code of Conduct (available at ir.standex.com2021 PROXY STATEMENT, by clicking on “Governance,” and then clicking on “Policies”), which sets forth our expectations for our suppliers. Specifically, we look upon our suppliers as partners and expect that they will conduct their businesses in an ethical manner, act with integrity and engage in behavior that respects human rights, promotes a safe and healthy work environment and is environmentally responsible and efficient. Our employee engagement program, Standex CARES (Connect, Act, Reach, Engage and Serve) continued to be enthusiastically supported by employees during the fiscal year. This program partners Company employees with education and service organizations in their local communities, so that our employees have the opportunity, on Company time, to perform community service that has an impact on the neighborhoods where we live and work. The Standex CARES program focuses on four areas of influence: education; workforce readiness; humanitarian relief and community engagement.

Unfortunately, the impact of COVID-19 meant that many planned activities were curtailed, due to the inability to send teams of employees into community spaces to accomplish projects in person. Nevertheless, many of our businesses found creative ways to remotely engage employees and support local aid organizations. We continue our efforts to be innovative and look for creative ways to help, as we eagerly plan for the time when we can re-engage in person in this program.

SCUSTAINABILITYAND SAFETYYBERSECURITY

DuringProtecting our digital assets and the fiscal year,security of our information systems is a top priority for us. Historically, the Company continued its journey toward developingnature and scope of our IT applications and systems was almost as diverse as the array of companies that comprised the Standex portfolio. With our transformation into a more sustainable facilities. We increasedfocused, high performance operating company, however, over the past several years, we have been rationalizing and standardizing our awarenessapproach to IT. As a critical component of this effort, we have improved and efforts around recycling, energy efficiency, reduction of waste and process improvement. Our Operational Excellence standard work processes continue to yield resultsenhance our IT security controls and protocols.

While management has oversight of cybersecurity execution, the Board and the Audit Committee regularly oversee the general cybersecurity strategy and the efficacy of IT controls. To this end, during FY 2021, a Chief Information Officer (CIO) was appointed for both improvements in productionthe Company. The CIO oversees and employee focusimplements the Company’s IT strategy and, with respect to IT security, is responsible for ensuring the effectiveness of access and security controls, the deployment and use of effective security tools, applications and policies, and the training of all employees on safety.

We place a particular emphasisapplicable IT policies and procedures. The CIO periodically presents to the Board on employee safety, with responsibility and accountability residing with each employee. Monthly safety calls with the Company CEO emphasizes this principle. We are proud of an important milestone reached this year: our TRIR fell below 1.0, a world-class metric of achievement that our employees have diligently pursued. Our footprint is global, and we continue to be awarestatus of and focus on,plans for IT security.

During FY 2021, we took several steps to enhance our cybersecurity program to address ever evolving cybersecurity risks. We also have various initiatives underway to further enhance the change that we can affect when we focus on improvementsefficacy of our IT security and controls. Please refer to our facilities and work practices.website, www.standex.com/corporate-responsibility/information-data-security for more information.

HCOVID-19 RUMAN CAPITAL MANAGEMENTESPONSE

The Board also has responsibility for overseeing the Company’s employeeOur service and culture strategy, broadly called human capital management. The Board works with the Company VP of Human Resources to confirm that all organizational needs for specific competencies are being met and that workforce strategic optimization is taking place. As part of this process, the Company has a stated goal to fill 65% of management-level job vacancies with internal candidates. Regular employee surveys are taken, which guide management conversation and planning.

MANAGING THROUGHTHECOVID-19 PANDEMIC

We have manufacturing facilities are located in 2224 countries. We are proud of our employees, who worked diligently to keep our locations open as critical, essential manufacturers, serving infrastructure, medical and supply chain industries that are responding to the global pandemic. We were able, with very few exceptions, to keep all locations fully open during the entire duration of the COVID-19 pandemic. COVID-19 continues to be a part of our operational planning and response.

To ensure consistent policies and procedures during the pandemic, a COVID-19 leadership task force developed resources for our businesses to use, along with written processes to implementimplementing all public health recommendations andrecommendations. The task force was available at all times to respond immediately to reports of potential positive transmissions. A bi-weeklyemployee infection, and to form action plans. Frequent global call,calls, during which all businesses shared best practices and practical guidance, was held tohelped our businesses support each other and manage through the pandemic. As the pandemic has evolved during FY 2021, the Company has also pivoted, following all public health guidance and encouraging vaccines for all eligible employees.

We recognize the value of good health for our employees, their families and our communities. Our principal focus during the COVID-19 crisis was the health and safety of our people across the globe. We continue to communicate daily with our business locations to monitor safe practices and the ability to continue serving our customers.

COMPLIANCE

We view compliance with applicable laws and regulations as a foundational minimum for ethical business practices. The Board oversees our compliance policies and procedures to ensure the effective performance of management’s duties. Having our Code of Conduct apply to all employees globally, as well as the Board, sends the message that we are all committed to doing the right thing. Our specific compliance policies detail the ethical framework found in the Code of Conduct. Together, these compliance efforts assure that we act effectively and efficiently in the best interests of shareholders.

ENVIRONMENT, SOCIAL & GOVERNANCE

We have formalized responsibility for oversight of our ESG program with two of our board committees. Our Board’s N&CG Committee maintains responsibility for oversight of our ESG strategy, while the Audit Committee is responsible for oversight of the integrity of those ESG related metrics that we publicly disclose. Both of the N&CG Committee and the Audit Committee provide pertinent updates to the full Board.

A management-level ESG Steering Committee has responsibility for implementing the Company’s ESG strategy and reporting on its effectiveness and accomplishments. This ESG Steering Committee provides an update to the N&CG Committee at each regularly scheduled meeting of the Committee.

As our ESG Strategy matures into the establishment of specific goals and the reporting of achievement against these goals, the ESG Steering Committee will periodically review with the Audit Committee the processes for measuring such achievements. The Audit Committee also will receive input from the Company’s internal audit function on the integrity of such processes.

The information contained on the following pages outlines our approach to ESG and also highlights some of the key facets of our ESG programs. Additional information can also be found on our website at www.standex.com, by clicking on “Environment, Social & Governance.”

ADDITIONAL GOVERNANCE MATTERS

ANTI-HEDGINGAND ANTI-PLEDGING POLICIES

The Company’s anti-hedging and anti-pledging policy prohibits all officers, directors and key employees from engaging in certain transactions involving the Company’s securities. Specifically, officers, directors and key employees are prohibited from engaging in the following transactions involving Company securities:

For information regarding our Named Executive Officers’ compliance with such policies, refer to “Policy Concerning Transactions Involving Company Securities (Anti-Hedging Policy & Anti-Pledging Policy)” on page 4460 of the Compensation Discussion and

Analysis.

VIEW THE COMPANY’S GOVERNANCE MATERIALS

You can view the Company’s governance materials, including the Certificate of Incorporation, By-Laws, Corporate Governance Guidelines and Board committee charters on the Company’s website, ir.standex.com, by clicking on “Governance” and then selecting the specific Company material. Instructions on how to obtain copies of these materials are included on page 5975.

COMMUNICATEWITHTHE BOARD

The Board has established a process to facilitate communication by shareholders and other interested parties with directors. Communications can be addressed to directors by emailing boardofdirectors@standex.com, or by writing to:

Standex International Corporation

23 Keewaydin Drive, Suite 300

Salem, New Hampshire 03079

Attention: Corporate Governance Officer

Communications with the Board are distributed by the Corporate Governance Officer. At the direction of the Board, all mail received may be opened and screened for security purposes. The Corporate Governance Officer uses his or her discretion in determining whether to forward communications to the Board. Communications that are unrelated to the duties and responsibilities of the Board will not be distributed. Such items include, but are not limited to:

In addition, material that is trivial, obscene, unduly hostile, threatening or illegal or similarly unsuitable items will be excluded; however, any communication that is excluded will be made available to any independent, non-employee director upon request.

DIRECTOR COMPENSATION

The compensation elements and amounts are established by the Board after a review of data prepared by the Compensation Committee’s independent compensation consultant. The data and report show competitive director compensation levels for peer companies and the Company’s peer group. More information about the Compensation Committee’s independent consultant report and the methods for determining competitive compensation can be found under “Basis for Determining Executive Compensation” on page 4662.

In FY 2020,2021, the Compensation Committee undertook a review of the compensation paid to our non-employee directors relative to the Company’s peer group. Based on this review, to bring non-employee director compensation in line with the median of the peer group, the Compensation Committee recommended and the Board approved the following adjustments to director compensation effective October 23, 2019:determined that no changes were warranted for FY 2021.