Applied Optoelectronics (AAOI) Proxy filing summary

Voting matters and shareholder proposals

• Election of two Class I directors: Che-Wei Lin and Robert (Bob) Flanagan, both recommended for approval.

• Ratification of Grant Thornton LLP as independent auditor for fiscal year ending December 31, 2026.

• Advisory approval of named executive officer compensation (say-on-pay) recommended.

• Approval sought for amendment to Certificate of Incorporation to clarify voting standards for future amendments.

• Approval of the 2026 equity incentive plan proposed.

• Authorization to adjourn the meeting if necessary to solicit additional votes for proposals.

Board of directors and corporate governance

• Board recommends all proposals, including director nominees and governance amendments.

• Proxies authorized to vote on procedural matters and substitute nominees if needed.

Executive compensation and say-on-pay

• Advisory vote on executive compensation for named executive officers included.

• Board recommends approval of compensation practices.