Alpha and Omega Semiconductor (AOSL) Proxy filing summary

Executive summary

• The annual meeting is scheduled for November 18, 2026, in Taipei, Taiwan, with voting on key proposals including director elections, executive compensation, equity plan amendments, and auditor ratification.

• Shareholders of record as of September 17, 2026, are eligible to vote, with 30,305,071 common shares outstanding, each entitled to one vote.

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

Voting matters and shareholder proposals

• Election of eight directors to serve until the next annual meeting.

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

• Approval of amendments to increase shares under the 2018 Omnibus Incentive Plan and Employee Share Purchase Plan.

• Ratification of Deloitte & Touche LLP as independent auditor for fiscal year ending June 30, 2027.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board will have eight directors post-meeting, with six deemed independent under NASDAQ rules.

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

• Cybersecurity and Shareholder Communications subcommittees provide oversight on IT risk and ESG matters.

• Board diversity and succession planning are emphasized, with no contractual right for shareholders to designate directors.