AstroNova, Inc.

PREM14A 1 d140981dprem14a.htm PREM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14A-6(E)(2)) ☐ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material under §240.14a-12 ASTRONOVA, INC. (Name of Registrant as Specified in its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): ☐ No fee required ☐ Fee paid previously with preliminary materials ☒ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 Table of Contents PRELIMINARY PROXY MATERIALS - SUBJECT TO COMPLETION, DATED JULY 16, 2026 ASTRONOVA, INC. 600 East Greenwich Avenue West Warwick, Rhode Island 02893 [●], 2026 To the Shareholders of AstroNova, Inc.: You are cordially invited to attend a special meeting of shareholders (the “ Special Meeting ”) of AstroNova, Inc., a Rhode Island corporation (“ AstroNova ” or the “ Company ”), to be held virtually via live audio webcast on [●], 2026, at [●] [a.m./p.m.], Eastern Time. The Special Meeting will be a virtual meeting of shareholders conducted exclusively online. You will be able to attend the Special Meeting, vote your shares, and submit questions during the meeting by first registering in advance by visiting https://web.viewproxy.com/ALOT/2026 prior to the meeting registration deadline on [●], 2026, at 11:59 p.m., Eastern Time. Upon completing your registration, you will receive further instructions via email, including your unique link that will allow you to access the meeting. The Special Meeting has been called for the following purposes, each of which is described in detail in the accompanying proxy statement (the “ Proxy Statement ”). We urge you to read the Proxy Statement carefully and in its entirety before voting. At the Special Meeting, you will be asked to consider and vote upon a proposal to approve the Agreement and Plan of Merger, dated as of June 16, 2026 (as it may be amended from time to time, the “ Merger Agreement ”), by and among AstroNova, Orion Merger Parent, Inc., a Delaware corporation (“ Parent ”), and Orion MergerCo X, Inc., a Rhode Island corporation and a wholly owned subsidiary of Parent (“ Merger Sub ”). Parent and Merger Sub are affiliates of investment funds managed by Arcline Investment Management LP (“ Arcline ”). Pursuant to the Merger Agreement, Merger Sub will merge with and into AstroNova (the “ Merger ”), with AstroNova surviving the Merger as a wholly owned subsidiary of Parent (the “ Merger Proposal ”). At the Special Meeting, you will also be asked to consider and vote upon a proposal to approve, (i) by non-binding advisory vote, certain compensation arrangements for AstroNova’s named executive officers that are based on or otherwise related to the Merger (the “ Advisory Compensation Proposal ”) and (ii) the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the Merger Proposal (the “ Adjournment Proposal ”). If the Merger is completed, each share of common stock, $0.05 par value per share, of AstroNova (“ Common Stock ”) issued and outstanding immediately prior to the effective time of the Merger (other than shares held by AstroNova as treasury stock and shares held by Parent or any of its subsidiaries) will be converted into the right to receive $29.00 per share in cash, without interest and subject to any applicable withholding taxes (the “ Merger Consideration ”). The Board of Directors of AstroNova (the “ Board ”) has unanimously (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable and fair to and in the best interests of AstroNova and its shareholders and (ii) approved and declared advisable the Merger Agreement and the transactions contemplated thereby, including the Merger, in accordance with the terms and subject to the conditions set forth in the Merger Agreement and the applicable provisions of the Rhode Island Business Corporation Act. After careful consideration, the Board has unanimously recommended that you vote “FOR” the approval of the Merger Agreement, “FOR” the Advisory Compensation Proposal and “FOR” the Adjournment Proposal. The Proxy Statement includes information about the Special Meeting and describes the Merger Agreement, the Merger, and the other matters to be considered at the Special Meeting. The Proxy Statement also describes the Table of Contents actions and determinations of the Board in connection with its evaluation of the Merger Agreement and the Merger. We encourage you to read the Proxy Statement carefully, including all annexes and exhibits thereto, before casting your vote. You may also obtain more information about the Company from documents we file with the U.S. Securities and Exchange Commission (the “ SEC ”) from time to time. Your vote is very important, regardless of the number of shares you own. The approval of the Merger Agreement requires the affirmative vote of the holders of a majority of the outstanding shares of Common Stock entitled to vote thereon. Whether or not you plan to attend the Special Meeting, we urge you to vote as soon as possible by following the instructions in the Proxy Statement and on the enclosed proxy card or voting instruction form. The failure of any shareholder of record to submit a signed proxy card, grant a proxy electronically over the Internet or by telephone or to vote in person (including virtually) at the Special Meeting will have the same effect as a vote “ AGAINST ” the Merger Proposal, but will not have any effect on the Advisory Compensation Proposal or the Adjournment Proposal. Abstentions will be counted as votes “ AGAINST ” the Merger Proposal and will not have any effect on the Advisory Compensation Proposal or the Adjournment Proposal. If you have any questions about the accompanying Proxy Statement, the Special Meeting, the Merger Agreement or the Merger or need assistance with voting procedures, please contact Alliance Advisors, LLC, our proxy solicitor, at 1-844-202-6164. On behalf of the Board of Directors of AstroNova, we thank you for your continued support and confidence in AstroNova. Sincerely, Darius G. Nevin Executive Chairman Jorik E. Ittmann President and Chief Executive Officer Important Notice Regarding the Availability of Proxy Materials: The Proxy Statement and form of proxy card are available at https://web.viewproxy.com/ALOT/2026 . Neither the Proxy Statement nor the proxy card is incorporated into this letter by reference. If you have any questions or need assistance voting your shares, please call Alliance Advisors, LLC at: Alliance Advisors, LLC 150 Clove Road, Suite 400 Little Falls, NJ 07424 Toll-Free Phone: 1-(844) 202-6164 Neither the Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved of the transactions described in this document or the accompanying Proxy Statement, including the Merger, or determined if the information contained in this document or the accompanying Proxy Statement is accurate or adequate. Any representation to the contrary is a criminal offense. The Proxy Statement and accompanying form of proxy card are first being provided to shareholders on or about [●], 2026. Table of Contents PRELIMINARY PROXY MATERIALS - SUBJECT TO COMPLETION, DATED JULY 16, 2026 ASTRONOVA, INC. 600 East Greenwich Avenue West Warwick, Rhode Island 02893 NOTICE OF SPECIAL MEETING OF SHAREHOLDERS Date and Time: [●], 2026, at [●] [a.m./p.m.], Eastern Time