Lantronix (LTRX) Proxy filing summary

Executive summary

• The annual meeting is scheduled for November 3, 2026, with voting on key proposals including director elections, auditor ratification, executive compensation, and an amendment to the 2020 Performance Incentive Plan.

• Shareholders of record as of September 8, 2026, are eligible to vote, with multiple voting methods available including online, phone, mail, or in person.

• The board recommends voting in favor of all proposals and director nominees.

Voting matters and shareholder proposals

• Five director nominees are up for election: Saleel Awsare, Sailesh Chittipeddi, Narbeh Derhacobian, Jason Lamb, and Kevin Palatnik.

• Proposal to ratify Baker Tilly US, LLP as independent auditors for fiscal year ending June 30, 2027.

• Advisory vote on executive compensation (say-on-pay) is included.

• Proposal to amend the 2020 Performance Incentive Plan to add 1,800,000 shares for equity awards.

• Shareholder proposals for the 2027 meeting must be submitted by May 25, 2027, for proxy inclusion.

Board of directors and corporate governance

• The board consists of six directors, with a majority deemed independent under Nasdaq standards.

• Board leadership is currently separated between the Chairman and CEO roles; a new Chairman will be designated after the annual meeting.

• Three standing committees: Audit, Compensation, and Corporate Governance & Nominating, all with independent members.

• Directors are expected to attend annual meetings and devote sufficient time to board duties.

• Non-employee directors receive cash retainers, RSU awards, and are subject to stock ownership guidelines.