Alpha and Omega Semiconductor (AOSL) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for November 12, 2025 (Taiwan time), with key proposals including director elections, executive compensation, incentive plan amendments, auditor ratification, and potential adjournment if needed.

• Shareholders of record as of September 12, 2025, are entitled to vote, with each share carrying one vote; a quorum requires at least two shareholders representing 50% of voting power.

• Proxy materials are distributed electronically, with full sets available upon request; voting can be done online, by phone, mail, or in person.

Voting matters and shareholder proposals

• Proposals include electing nine directors, advisory approval of executive compensation, amending the 2018 Omnibus Incentive Plan, ratifying Deloitte as auditor, and authorizing adjournment if necessary.

• The board recommends voting FOR all proposals and nominees.

• Shareholder proposals for the 2026 meeting must be submitted by May 21, 2026, for proxy inclusion.

Board of directors and corporate governance

• The board consists of nine directors, with seven deemed independent under NASDAQ rules.

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

• Subcommittees include Cybersecurity and Shareholder Communications, focusing on IT risk and ESG matters.

• The board held six meetings in fiscal 2025, with high attendance; all members attended the 2024 annual meeting.

• The company has adopted a Code of Business Conduct and Ethics and maintains stock ownership guidelines for directors and executives.