Applied Optoelectronics (AAOI) Proxy filing summary

Executive summary

• Annual Meeting scheduled for 2026 to address director elections, auditor ratification, executive compensation, charter amendments, equity plan approval, and potential adjournment.

• Company experienced strong revenue growth and stockholder value creation in 2025, with compensation programs closely tied to performance.

• Board and committees emphasize governance best practices, risk oversight, and stockholder engagement.

Voting matters and shareholder proposals

• Election of two Class I directors for three-year terms; Che-Wei Lin is renominated, Robert Flanagan is a new nominee, and Elizabeth Loboa is retiring.

• Ratification of Grant Thornton LLP as independent auditor for 2026.

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

• Amendment to Certificate of Incorporation to clarify voting standards for future amendments, aligning with updated Delaware law.

• Approval of the 2026 Equity Incentive Plan, authorizing 2.5 million new shares and consolidating prior plans.

• Proposal to adjourn the meeting if necessary to solicit additional votes.

Board of directors and corporate governance

• Board consists of seven members, 85% independent, with a lead independent director and a combined CEO/Chairman role.

• Board committees: Audit (Richard B. Black, Chair), Compensation (William H. Yeh, Chair), Nominating and Corporate Governance (Min-Chu Chen, Chair).

• Board diversity includes one woman and four racially or ethnically diverse members.

• Annual board and committee evaluations, succession planning, and code of ethics in place.