Alpha and Omega Semiconductor (AOSL) Proxy Filing summary

Executive summary

• The 2024 Annual General Meeting will be held on November 8, 2024, in Taipei, Taiwan, with four key proposals up for shareholder vote, including director elections, executive compensation, an amendment to the 2018 Omnibus Incentive Plan, and auditor ratification.

• Shareholders of record as of September 13, 2024, are entitled to vote, with each share carrying one vote; a quorum requires at least two shareholders representing at least 50% of voting power.

• Voting can be done electronically, by mail, or in person, and the Board recommends voting in favor of all proposals.

Voting matters and shareholder proposals

• Proposal 1: Elect nine directors to serve until the next annual meeting.

• Proposal 2: Advisory vote on executive compensation (say-on-pay).

• Proposal 3: Approve amendment to the 2018 Omnibus Incentive Plan, increasing authorized shares from 4,232,000 to 4,609,000.

• Proposal 4: Ratify Baker Tilly US, LLP as independent auditor for fiscal year ending June 30, 2025.

• Shareholder proposals for the 2025 meeting must be submitted by May 28, 2025, for proxy inclusion.

Board of directors and corporate governance

• The Board consists of nine directors, with seven considered independent under NASDAQ rules.

• Three standing committees: Audit, Compensation, and Nominating and Corporate Governance, all composed solely of independent directors.

• Special subcommittees address litigation, cybersecurity, and shareholder communications.

• The Board has adopted stock ownership guidelines and a Code of Business Conduct and Ethics.