DSS (DSS) Proxy filing summary

Executive summary

• Annual meeting scheduled for Dec. 2, 2026; stockholders will elect seven directors, ratify HTL International as auditor for FY2026, and cast an advisory executive-compensation vote. The Board recommends FOR all proposals.

• Record date is Oct. 5, 2026, with 10,042,518 common shares outstanding; proxy materials were expected to be mailed or made available on or about Oct. 23, 2026.

Voting matters and shareholder proposals

• Director nominees need more FOR than WITHHOLD votes; auditor ratification and say-on-pay each require a majority of votes cast. Say-on-pay is nonbinding, but the compensation committee will consider its result.

• Seven nominees are standing for election until the next annual meeting; the Board recommends FOR each nominee and for both other proposals.

• No proposals were received for the 2026 meeting; Rule 14a-8 proposals for the 2027 meeting are due by June 25, 2027.

Board of directors and corporate governance

• Nominees include Executive Chairman Ambrose Chan Heng Fai and Lead Independent Director William Wu Wai Leung; four directors—William Wu, Frankie Wong, Joanne Wong and José Escudero—are identified as independent.

• In FY2025, the Board held four meetings and acted by written consent three times; independent directors attended approximately 100% or more of applicable Board and committee meetings.

• The Audit Committee met six times in 2025; the Compensation and Management Resources Committee and Nominating and Corporate Governance Committee did not meet or act by written consent that year.

• CEO and Board Chair roles are held by different individuals; the Board cites day-to-day execution and long-term strategic focus as the rationale for separation.