Netlist (NLST) Proxy filing summary

Executive summary

• The 2026 Annual Meeting is scheduled for September 18, 2026, at UCI Research Park, Irvine, CA, with voting on director elections and auditor ratification.

• Proxy materials are distributed via both Internet and mail, with voting available online, by phone, mail, or in person.

• Only stockholders of record as of July 22, 2026, are eligible to vote.

Voting matters and shareholder proposals

• Three directors are nominated for election to serve until the 2027 Annual Meeting.

• Ratification of Macias Gini & O'Connell LLP as independent registered public accounting firm for fiscal year 2026 is proposed.

• Board recommends voting “FOR” all director nominees and auditor ratification.

• Shareholder proposals for the 2027 meeting must be submitted by April 7, 2027.

Board of directors and corporate governance

• Board consists of three members, with two deemed independent under Nasdaq standards.

• Audit Committee was reinstated in June 2025, with Jun Cho as its sole member and financial expert.

• No nominating or compensation committees; the full Board handles these functions.

• Board reviews director independence, oversees risk, and manages executive succession planning.

• Code of Business Conduct and Ethics applies to all directors, officers, and employees.