Applied Optoelectronics (AAOI) Proxy filing summary

Executive summary

• Annual Meeting scheduled for June 4, 2026, with six key proposals for shareholder vote, including director elections, auditor ratification, executive compensation, charter amendment, new equity plan, and potential adjournment.

• Company experienced strong revenue growth in 2025, with revenue reaching $455.7 million and significant total shareholder return outperformance versus peers.

• Proxy materials are available electronically, with a focus on environmental impact reduction and increased shareholder access.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of two Class I directors for three-year terms, (2) ratification of Grant Thornton LLP as independent auditor for 2026, (3) advisory approval of executive compensation, (4) amendment to clarify voting standards for future charter amendments, (5) approval of the 2026 equity incentive plan, and (6) adjournment if necessary.

• Board recommends voting FOR all proposals.

• Shareholders of record as of April 10, 2026, are eligible to vote.

Board of directors and corporate governance

• Board consists of seven members, with 85% independence and a focus on diversity (one woman, four racially/ethnically diverse members).

• Board leadership combines CEO and Chairman roles for strategic alignment; William H. Yeh serves as lead independent director.

• Three standing committees: audit, compensation, and nominating/governance, all composed of independent directors.

• Board and committees met regularly in 2025, with all directors attending at least 75% of meetings.

• Succession planning and code of conduct are emphasized, with annual reviews and clear communication channels for shareholders.