Data I/O (DAIO) Proxy filing summary

Executive summary

• The annual meeting is scheduled for July 8, 2026, with key proposals including director elections, auditor ratification, amendments to the incentive plan, approval of a significant share issuance, and a say-on-pay advisory vote.

• Shareholders are encouraged to vote by proxy, with in-person attendance required for direct voting.

Voting matters and shareholder proposals

• Proposals include electing five directors, ratifying Grant Thornton LLP as auditors, amending the 2023 Omnibus Incentive Compensation Plan, approving issuance of over 20% of shares to a private placement investor, and an advisory vote on executive compensation.

• Approval of the share issuance could result in a change of control and dilution of existing shareholders.

• Shareholder nominations for director candidates and proposals for future meetings must meet advance notice and eligibility requirements.

Board of directors and corporate governance

• The board consists of five independent directors and one non-independent director (the CEO).

• Board committees include Audit, Compensation, and Corporate Governance/Nominating, all composed of independent directors.

• Board and committee charters and the Code of Ethics were reviewed in 2025 and 2026 with no changes.

• Board leadership transitioned to Edward Smith as Chair in December 2025.

• Director diversity and qualifications are considered, though no formal diversity policy exists.