Data I/O (DAIO) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held in person on July 8, 2026, with key proposals including director elections, auditor ratification, amendments to the incentive plan, approval of a significant private placement, and a say-on-pay advisory vote.

• Shareholders of record as of May 19, 2026, are entitled to vote, with a quorum requiring a majority of outstanding shares.

• Voting can be done in person, by proxy, online, or by phone, with detailed instructions provided.

Voting matters and shareholder proposals

• Proposals include electing five directors, ratifying Grant Thornton LLP as auditors, amending the 2023 Omnibus Incentive Compensation Plan to add 2,000,000 shares, approving issuance of over 20% of shares to private placement investors, and an advisory vote on executive compensation.

• Approval of the private placement could result in a change of control and dilution for existing shareholders.

• Shareholder nominations 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 (Audit, Compensation, Corporate Governance/Nominating) are composed solely of independent directors.

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

• Board leadership transitioned from Ms. Washlow to Mr. Smith as Chair in December 2025.

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