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TRANSCAT INC

For the period ended Sep 9, 2026. Filed Jul 23, 2026.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Sep 9, 2026 · Filed Jul 23, 2026

Use the contents to explore the available documents and sections.

TRNS$101.51+1.1%Stored close · as of Nov 6, 2026
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PROXY STATEMENT SUMMARY

PROXY STATEMENT FOR THE ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON SEPTEMBER 9, 2026

PROXY STATEMENT SUMMARY

To assist you in reviewing the proposals to be considered and voted upon at our annual meeting of shareholders (the “Annual Meeting”) to be held on September 9, 2026, we have summarized information contained elsewhere in this proxy statement or in our Annual Report to Shareholders for the fiscal year ended March 28, 2026, which includes our annual report on Form 10-K (the “Annual Report”). This summary does not contain all of the information you should consider about Transcat, Inc. (the “Company,” “we,” “our,” “Transcat”) and the proposals being submitted to shareholders at the Annual Meeting. We encourage you to read the entire proxy statement and Annual Report carefully before voting.

The Annual Meeting

When:Where:Record Date:
Wednesday, September 9, 2026 12:00 p.m. Eastern TimeVia webcast atwww.virtualshareholdermeeting.com/TRNS2026July 13, 2026

Meeting Agenda and Voting Matters

Proposal · Board Vote Recommendation · Page Reference
1.Election of six director nomineesFOR each nominee8
2.To approve, on an advisory basis, the compensation of our named executive officersFOR13
3.To ratify the selection of Deloitte & Touche LLP (“Deloitte”) as our independent registered public accounting firm for the fiscal year ending March 27, 2027FOR14

Directors and Director Nominees

NameAgeRecent Professional ExperienceCommittees
Craig D. Cairns*61President of Howe & Rusling, Inc.CC**
Dawn G. DePerrior*♦68Retired Managing Director in EY’s Healthcare Technology Consulting PracticeCC, NESGC, TC
Oksana S. Dominach*62Senior Vice President, Beer Finance of Constellation Brands, Inc.AC**, CC, EC
Christopher P. Gillette*♦65Retired Lean Leader Sales & Marketing of GE AviationCC, NESGC, TC
Gary J. Haseley*♦64Chairman of Board of the Company; Retired Senior Vice President and General Manager of Kaman Automation, Control & EnergyEC**
Jaime A. Irick52President and Chief Executive Officer of the CompanyEC
Mbago M. Kaniki*♦48Chief Executive Officer of Adansonia Management LLCNESGC**, AC, EC
NameAgeRecent Professional ExperienceCommittees
Cynthia M. Langston*♦65Senior Vice President and Chief Information Officer at Excellus BlueCross BlueShieldTC**, AC
Robert L. Mecca*♦55Senior Vice President of Finance at Gilead SciencesAC
♦— Director NomineeAC— Audit CommitteeEC— Executive Committee
*— IndependentCC— Compensation CommitteeTC— Technology Committee
**— ChairNESGC— Nominating, Environmental, Social and Governance Committee

Our Business

We are a leading provider of accredited calibration, reliability, maintenance optimization, quality and compliance, validation, Computerized Maintenance Management System (CMMS), and pipette services. We are focused on providing best-in-class services and products to highly regulated industries, particularly the life sciences industry, which includes pharmaceutical, biotechnology, medical device, and other FDA-regulated businesses, as well as aerospace and defense, and energy and utilities. Transcat provides periodic on-site services, mobile calibration services, pickup and delivery, and in-house services at its Calibration Service Centers strategically located across the United States and internationally. In addition, we operate calibration labs in imbedded customer-site locations. The breadth and depth of measurement parameters addressed by our ISO/IEC 17025 scopes of accreditation are believed to be the best in the industry. We also operate as a leading value-added distributor that markets, sells and rents new and used national and proprietary brand instruments to customers primarily in North America. We conduct our business through two operating segments: service (“Service”) and distribution (“Distribution”). We believe our combined Service and Distribution segment offerings, experience, technical expertise, and integrity create a unique and compelling value proposition for our customers.

Company and Governance Highlights

Operating Priorities. During our fiscal year ended March 28, 2026 (“fiscal 2026”) we delivered double-digit revenue growth across both segments and improvement in service organic revenue growth. During fiscal 2026, we completed the largest acquisition in our history: Essco Calibration Laboratory, LLC (“Essco”), a privately-held calibration services company located in the Boston Metro area that is ISO 17025 certified. After the end of fiscal 2026, we completed the acquisition of SCM Metrology and Laboratories S.A., a privately-held calibration services provider based in Costa Rica. These acquisitions have expanded our geographic reach, continued to expand our addressable markets, and widened the breadth of our service offerings. We believe our acquisition strategy continues to be a differentiator for us.

Board of Directors. All members of our Board of Directors (the “Board”), except for our President and Chief Executive Officer (“CEO”), Jaime Irick, are considered independent directors. Our Board is composed of talented directors with diverse skill sets. We believe ongoing evaluation and board refreshment are critical for us to execute our long-term strategy and maximize shareholder value. At our 2024 Annual Meeting, we sought and received shareholder approval to declassify the Board with 99% of the votes cast approving that proposal. Now, each director nominee elected at an annual meeting will be elected for a one-year term until their respective successors have been duly elected and qualified. As a result, by the annual meeting of shareholders held in 2028, our Board will no longer be classified.

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