Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 13, 2023, the Compensation Committee of the Board of Directors of Optex Systems Holdings, Inc., a Delaware corporation (the "Company"), approved formulas for the calculation of the fiscal year 2023 annual cash bonuses for Mr. Schoening and Ms. Hawkins. Under these formulas, the amount of the bonus would depend on the achievement by the Company of revenue and adjusted EBITDA targets for fiscal year 2023, with each such metric weighted 50% in the calculation of the bonus. Adjusted EBITDA, a non-GAAP financial measure, would be as defined in the Company's periodic reports, i.e., net income (loss) plus depreciation and amortization plus federal income tax benefit plus stock compensation expense. Under the formula, bonus payments may be $0, 10% of base salary, 20% of base salary or 30% of base salary, with base salary determined as of the end of fiscal year 2023.

On February 16, 2023, the Company's shareholders approved the Optex Systems Holdings, Inc. 2023 Equity Incentive Plan (the "2023 Equity Incentive Plan"). The Company's named executive officers are eligible to participate in the 2023 Equity Incentive Plan.

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

On February 16, 2023, the Company held its 2023 annual meeting of shareholders (the "Meeting"). As of the record date for the Meeting, 6,763,070 shares of common stock were issued and outstanding. A total of 5,789,808 shares of common stock, constituting a quorum, were present or represented by proxy at the Meeting. At the Meeting, the Company's shareholders voted on the following proposals:





  1. To elect four nominees to the Company's board of directors, each for a term
     expiring at the next annual meeting of shareholders, and until his successor
     has been duly elected and qualified:




     Director            For         Withhold       Broker Non-Votes
Danny R. Schoening     4,543,796         3,079              1,242,933
Dayton Judd            4,543,896         2,979              1,242,933
Dale E. Lehmann        4,538,796         8,079              1,242,933
R. Rimmy Malhotra      4,509,535        37,340              1,242,933




  2. To approve the Reverse Split Charter Amendment:



   For       Against      Abstain
5,642,721     145,114        1,970




  3. To approve the 2023 Equity Incentive Plan:



   For      Against       Abstain       Broker Non-Votes
4,042,821     51,124       452,930              1,242,933




  4. To ratify the appointment of Whitley Penn LLP as the Company's independent
     registered public accounting firm for the fiscal year ending October 1, 2023:



   For      Against      Abstain

5,754,546      4,250       31,012

As a result, all four director nominees to the Company's board of director were elected, and proposals 2, 3 and 4 were each approved.

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