ASTRONICS CORPORATION
130 Commerce Way East Aurora, New York 14052
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
DEAR SHAREHOLDERS:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Astronics Corporation (the “Company”) will be held at Astronics Connectivity Systems & Certification Corp.PECO, Inc. at 804 S. Northpoint Blvd., Waukegan, Illinois 6008511241 SE Highway 212, Clackamas, Oregon 97015 USA at 10:00 a.m. Central, Pacific Time, on Tuesday,Wednesday, May 23, 2023,8, 2024 to consider and act on the following:
To elect eight directors to hold office until the 20242025 Annual Meeting and until their successors have been duly elected and qualified;
To ratify the appointment of Ernst & Young LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2023;
Triennial shareholder advisory vote on the compensation of Astronics Corporation’s named executive officers;
Shareholder advisory vote regarding the future frequency of the advisory vote on executive compensation;
To approve an amendment to the Company’s Restated Certificate of Incorporation, as amended, to increase the number of authorized shares of Common Stock;
To consider and vote on a shareholder proposal, if properly presented at the Annual Meeting;2024; and
To act upon and transact such other business as may be properly brought before the Annual Meeting or any adjournment or adjournments thereof.
The Board of Directors has fixed the close of business on Tuesday, April 4, 2023March 19, 2024 as the record date for the determination of shareholders entitled to notice of, and to vote at, the Annual Meeting. Only shareholders of record at the close of business on Tuesday, April 4, 2023March 19, 2024 will be entitled to vote at the Annual Meeting.
It is important that your shares be represented at the Annual Meeting whether or not you plan to attend. Accordingly, we request that you vote at your earliest convenience. Further instructions are contained in the proxy card.
By Order of the Board of Directors
Julie M. Davis, Secretary
East Aurora, New York
Dated: April [], 2023March 26, 2024
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD MAY 23, 2023:8, 2024:
The proxy materials and 20222023 Annual Report to Shareholders are available at http://materials.proxyvote.com/046433 or may be requested by telephone at 1-800-579-1639.