Data I/O (DAIO) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting is scheduled for May 15, 2025, at the company’s headquarters, with in-person attendance required for voting, though a conference call option is available for listening only.

• Shareholders will vote on the election of five directors, ratification of Grant Thornton LLP as independent auditors, and an advisory say-on-pay vote on executive compensation.

• The record date for voting eligibility is March 18, 2025, with 9,239,731 shares of common stock outstanding, each entitled to one vote.

Voting matters and shareholder proposals

• Proposals include electing five directors, ratifying Grant Thornton LLP as auditors, and an advisory vote on executive compensation.

• Shareholders may submit nominations and proposals for future meetings, with specific deadlines and eligibility requirements outlined in the bylaws.

• No formal shareholder nominations were made for the 2025 meeting; all director nominees were identified by the board or significant shareholders.

Board of directors and corporate governance

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

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

• The board chair is independent, and the CEO is not; board and committee attendance exceeded 89% in 2024.

• Board diversity matrix: one female, four male directors; one Hispanic/Latinx director; no other underrepresented groups.