TO THE SHAREHOLDERS OF TAYLOR DEVICES, INC. NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of TAYLOR DEVICES, INC. (the "Company") will be held at the Millennium Buffalo, 2040 Walden Avenue, Buffalo, New York on November 1, 2019 at 11:00 a.m. for the following purposes:
1.To elect two Class 3 directors of the Company to serve a three-year term to expire in 2022, or until the election and qualification of their successors.
2.To ratify the appointment of Lumsden & McCormick, LLP as the independent registered public accounting firm of the Company for the fiscal year ending May 31, 2020.
3.To approve the non-binding advisory resolution approving the compensation of the Company's named executive officers.
4.To transact such other business as may properly come before the meeting or any adjournment(s) or postponement(s) thereof.
The Board of Directors has fixed the close of business on September 13, 2019 as the record date for determining which shareholders shall be entitled to notice of and to vote at the Annual Meeting. SHAREHOLDERS WHO ARE UNABLE TO BE PRESENT PERSONALLY MAY ATTEND THE MEETING BY PROXY. SUCH SHAREHOLDERS ARE REQUESTED TO PROMPTLY SUBMIT THEIR VOTE BY INTERNET, BY TELEPHONE OR BY SIGNING, DATING AND RETURNING THE ENCLOSED PROXY CARD. THE PROXY MAY BE REVOKED AT ANY TIME BEFORE IT IS VOTED. BY ORDER OF THE BOARD OF DIRECTORS
/s/ F. Eric Armenat F. Eric Armenat Secretary DATED:September 19, 2019 North Tonawanda, New York
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALSFOR THE ANNUAL MEETING OF SHAREHOLDERSThe Proxy Statement and the 2019 Annual Report to shareholders are available at www.taylordevices.com/investors.html
Vote your proxy below
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders The Proxy Statement and the 2019 Annual Report to Shareholders are available at www.taylordevices.com/investors.html
The Board of Directors recommends that you vote FOR Proposal 1:
For Nominee Withhold Authority
1.Election of two Class 3 Directors for a three year term to expire in 2022. 1) Randall L. Clark **
2) Alan R. Klembczyk **
The Board of Directors recommends that you vote FOR Proposal 2:
ForAgainstAbstain 2.To ratify the appointment of Lumsden & McCormick, LLP as the independent registered public accounting firm of the Company for the fiscal year ending May 31, 2020.
***The Board of Directors recommends that you vote FOR Proposal 3:
ForAgainstAbstain
3.To approve the non-binding advisory resolution approving the compensation of the Company’s named executive officers.
*** 4.Such other business as may properly come before the meeting or any adjournment thereof. Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders The Proxy Statement and the 2019 Annual Report to Shareholders are available at www.taylordevices.com/investors.html