FatPipe (FATN) Proxy filing summary

Executive summary

• 2026 annual meeting scheduled for December 10 at 4:30 p.m. ET by live webcast; October 13 record-date holders may vote on 14,128,468 outstanding common shares.

• Proxy materials distributed primarily online, with paper copies available on request; internet delivery is intended to lower meeting costs and conserve natural resources.

Voting matters and shareholder proposals

• Stockholders will elect five directors for terms through the 2027 annual meeting and vote on ratifying Suri & Co. as auditor for FY ending March 31, 2027; the Board recommends FOR both.

• Director nominees are Ragula Bhaskar, Sanchaita Datta, I. Bobby Majumder, Jean Turgeon and Ajay Tandon; election requires a plurality, while auditor ratification requires a majority of shares present and entitled to vote.

• Auditor ratification is routine; broker non-votes are not expected on it, while broker non-votes and withheld votes do not affect director election results.

• Voting is available online, by phone, mail or during the webcast; advance internet and phone voting closes December 9, 2026, at 11:59 p.m. ET.

• FY2027 annual-meeting proposals for proxy inclusion are due June 29, 2027; assuming the meeting falls within 30 days of its anniversary, other nomination or business notices are due August 12–September 11, 2027.

Board of directors and corporate governance

• Five directors stand for annual election; three—Majumder, Tandon and Turgeon—were determined independent under Nasdaq rules.

• Bhaskar serves as CEO and Board Chair; the Board may combine or separate those roles and provides for independent-director executive sessions.

• The Board met four times in FY2026, and each director attended 100% of Board and committee meetings held during their service.

• Bhaskar and Datta are married; CFO Kanishka Ragula is their son and was appointed CFO and principal accounting officer on September 11, 2026.

• The Board has Audit, Compensation, and Corporate Governance and Nominating committees; the Code of Ethics applies to directors, officers and employees.